Expro International Group PLC
02 March 2007
For Immediate Release
EXPRO INTERNATIONAL GROUP PLC
("Expro" or "the Group")
Expro announces sale of Expro Group Canada Inc.
Expro International Group PLC today announces the sale of Expro Group Canada Inc
(EGCI) to Enseco Energy Services Corp. (Enseco) by one of its indirectly
wholly-owned subsidiaries, Expro International B.V. (EIBV). The sale was
completed on February 28th, 2007. The sale consideration is CAD$14 million,
which is subject to a working capital adjustment, paid with cash of CAD$4.2
million and an unsecured convertible debenture in the aggregate nominal amount
of CAD$9.8 million.
EGCI provides wireline, tubing conveyed perforating and propellant services in
Canada. The sale of EGCI did not include the downhole tractor services or the
Excape completion services previously supplied through EGCI as these assets were
transferred into subsidiaries of Expro. Expro will continue to provide a variety
of high value cased hole (tractors, downhole video etc), welltest and subsea
services in Canada both on and offshore.
The principal amount of this convertible debenture may be converted by EIBV at
any time up to the close of business on February 27, 2009 (the Maturity Date)
into common shares in the capital of Enseco for and at a conversion price of
$3.50 per common share for an aggregate amount of up to 2,800,000 common shares
in the capital of Enseco, which after the conversion of all of the principal
amount outstanding under this debenture would represent 10.74% of Enseco's
presently issued and outstanding common shares prior to the exercise, redemption
or conversion of any other convertible securities of Enseco. Enseco is entitled
to redeem this debenture at any time prior to the Maturity Date and this
debenture automatically converts into common shares in the capital of Enseco on
the Maturity Date at a conversion price of $3.50 per common share.
In connection with this transaction, Enseco has also provided a covenant to EIBV
that if the common shares in the capital of Enseco are not publicly trading by
the close of business on June 29, 2007, Enseco will issue to EIBV warrants that
allow EIBV to acquire 560,000 common shares in the capital of Enseco at an
exercise price of $3.50 per common share and expires at the close of business on
February 28, 2009, which after the exercise of all of these warrants would
represent 2.3% of Enseco's presently issued and outstanding common shares prior
to the exercise, redemption or conversion of any other convertible securities of
Enseco.
Upon the conversion or redemption of all of the principal amount outstanding
under this debenture and the exercise of all of these warrants, Expro would
indirectly beneficially own and control 3,360,000 common shares in the capital
of Enseco, representing beneficial ownership and control of approximately 12.62%
of the issued and outstanding common shares of Enseco prior to the exercise,
redemption or conversion of any other convertible securities of Enseco.
This debenture and these warrants were issued to EIBV as partial consideration
for the sale of EGCI pursuant to the terms of a share purchase agreement dated
February 28, 2007 among Enseco, EGCI and EIBV.
The sale of EGCI represents a continuation of the Group's strategy of making
acquisitions and divestments which focus and enhance Expro's global market
positions. Expro currently does not have any intention of acquiring any further
securities of Enseco.
- Ends -
For further information please contact:
Expro International Group PLC 0118 959 1341
Graeme Coutts, Chief Executive
Michael Speakman, Finance Director
Expro International Group PLC
First Floor, Davidson House
Forbury Square
Reading
RG1 3EU
United Kingdom
This information is provided by RNS
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