Engage Xr Regulatory News (EXR)

30 Nov 2006 17:56

Expro International Group PLC30 November 2006 NOt for release, publication or distribution, in whole or in part, in, into orfrom the united states of america, canada, australia, japan or south africa 30 November 2006 Expro International Group PLC Acquisition of Power Well Services (the "PWS Acquisition") Expro International Group PLC (the "Company") today announces that it has agreedto release the vendors ("Vendors") of Power Well Services Inc, and Power WellHoldings Luxembourg S.A.R.L. ("PWS") from their lockup undertakings (enteredinto as part of the PWS Acquisition arrangements) to the extent required to inorder to enable them to sell up to 8,350,607 ordinary shares of 10p each in theCompany ("Expro Shares") through a proposed accelerated book-built placing (the"Placing") also announced today by JPMorgan Cazenove Limited (the "PlacingAnnouncement"). The Vendors are FR IX Offshore, L.P., Schmidt 2001 FamilyPartnership, Ltd and D&D Schmidt Family Partnership, Ltd and the 8,350,607 ExproShares were received by them as partial consideration under the PWS Acquisitionarrangements and represent in aggregate approximately 7.6% of the existingissued ordinary share capital of the Company. The Company notes from thePlacing Announcement that if all the 8,350,607 Expro Shares are sold, FR IXOffshore, L.P., and D&D Schmidt Family Partnership, Ltd will no longer holdExpro Shares and Schmidt 2001 Family Partnership, Ltd will hold 169,536 ExproShares representing approximately 0.15% of the of the existing issued ordinaryshare capital of the Company. As part of the arrangements to release the Vendors from the lockup undertakingsfor the purpose of the placing, the Company has agreed that if net cash proceedsfrom the sale of some or all of the 8,350,607 Expro Shares pursuant to thePlacing are: (a) equal to or in excess of US$67,450,000, then US$67,450,000 ofthe net cash proceeds will be retained within the escrow arrangements agreed atthe time of the PWS Acquisition and the request to obtain the Company's consentto the disposal of the Expro Shares in the lockup undertaking will cease; or (b) less that US$67,450,000, then Expro Shares, to the extent thatsuch shares are not sold in the placing, having a value equal to US$74,195,000will be retained within the escrow arrangements agreed at the time of the PWSAcquisition and the Company's consent to the disposal of such shares then heldby the Vendor's in the lockup undertakings will continue as originally agreed asregards the Expro Shares then held by the Vendors. This amends the original agreement to retain within the escrow arrangements on27 January 2007 (being 180 days after First Completion) Expro Shares of a valueequal to $74,195,000. Enquiries:Expro International Group PLC +44 1189 591 341Michael Speakman, Finance DirectorJohn McAlister, General CounselJPMorgan Cazenove Limited +44 20 7588 2828(Corporate broker to Expro)Barry Weir This information is provided by RNS The company news service from the London Stock Exchange