Scheme of arrangement

RNS Number : 6571X

Expro International Group PLC

26 June 2008

 



Expro International Group plc

Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

For Immediate Release    

26 June 2008

First Court Hearing to sanction Scheme

On 13 June 2008, Umbrellastream and the Independent Directors of Expro announced that they had reached agreement on the terms of a recommended revised offer of 1615 pence per Expro Share for the entire issued and to be issued share capital of Expro by Umbrellastream, to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. 

Expro announces that the Court has today sanctioned the Scheme to effect the Acquisition of Expro by Umbrellastream. 

In order for the Scheme to become effective in accordance with its terms, the Court must confirm the associated Capital Reduction at the Second Court Hearing scheduled for 30 June 2008. The Acquisition also remains conditional upon office copies of the Court orders relating to the Scheme and the Capital Reduction being delivered to the Registrar of Companies and the Court order relating to the Capital Reduction being registered by the Registrar of Companies. The Scheme is expected to become effective on 1 July 2008. Cheques to Scheme Shareholders are expected to be dispatched and settlement through CREST is expected to occur on or prior to 15 July 2008.

In order to allow the Capital Reduction to be completed, the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Expro Shares will be 27 June 2008. Expro will request that the London Stock Exchange cancel the trading of the Expro Shares on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 3 July 2008.

All of the above dates are indicative only and the dates set out depend, in particular, upon the date upon which the Court confirms the Capital Reduction and the date of satisfaction or, where applicable, waiver of the conditions of the Acquisition.

If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service. 

Unless the context otherwise requires, terms defined in the announcement dated 17 April 2008 have the same meaning in this announcement. Unless otherwise stated, all references in this announcement to times are to London time.

Enquiries:

JPMorgan Cazenove (financial adviser to Expro) Barry Weir  Andrew Truscott  Guy Marks	[phone]
Weber Shandwick Financial (PR adviser to Expro) Nick Oborne  Rachel Taylor	[phone]

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document and the Supplementary Scheme Document, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Supplementary Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document. 

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an offer (unless otherwise determined by Umbrellastream and the Consortium and permitted by applicable law and regulation), the offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, eߛmail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Expro: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Umbrellastream exercises its right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Expro Shares to enforce their rights and any claim arising out of the US federal securities laws, since Umbrellastream and Expro are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Expro Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations for the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting exclusively for Expro and no one else in connection with the Acquisition and will not be responsible to anyone other than Expro for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Expro, all "dealings" in any "relevant securities" of Expro (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective in accordance with its terms, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Expro, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Expro by Umbrellastream or Expro, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

 

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