Engage Xr Regulatory News (EXR)

2 Mar 2007 07:30

Expro International Group PLC02 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 indirectlywholly-owned subsidiaries, Expro International B.V. (EIBV). The sale wascompleted on February 28th, 2007. The sale consideration is CAD$14 million,which is subject to a working capital adjustment, paid with cash of CAD$4.2million and an unsecured convertible debenture in the aggregate nominal amountof CAD$9.8 million. EGCI provides wireline, tubing conveyed perforating and propellant services inCanada. The sale of EGCI did not include the downhole tractor services or theExcape completion services previously supplied through EGCI as these assets weretransferred into subsidiaries of Expro. Expro will continue to provide a varietyof high value cased hole (tractors, downhole video etc), welltest and subseaservices in Canada both on and offshore. The principal amount of this convertible debenture may be converted by EIBV atany 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 sharesin the capital of Enseco, which after the conversion of all of the principalamount outstanding under this debenture would represent 10.74% of Enseco'spresently issued and outstanding common shares prior to the exercise, redemptionor conversion of any other convertible securities of Enseco. Enseco is entitledto redeem this debenture at any time prior to the Maturity Date and thisdebenture automatically converts into common shares in the capital of Enseco onthe Maturity Date at a conversion price of $3.50 per common share. In connection with this transaction, Enseco has also provided a covenant to EIBVthat if the common shares in the capital of Enseco are not publicly trading bythe close of business on June 29, 2007, Enseco will issue to EIBV warrants thatallow EIBV to acquire 560,000 common shares in the capital of Enseco at anexercise price of $3.50 per common share and expires at the close of business onFebruary 28, 2009, which after the exercise of all of these warrants wouldrepresent 2.3% of Enseco's presently issued and outstanding common shares priorto the exercise, redemption or conversion of any other convertible securities ofEnseco. Upon the conversion or redemption of all of the principal amount outstandingunder this debenture and the exercise of all of these warrants, Expro wouldindirectly beneficially own and control 3,360,000 common shares in the capitalof 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 considerationfor the sale of EGCI pursuant to the terms of a share purchase agreement datedFebruary 28, 2007 among Enseco, EGCI and EIBV. The sale of EGCI represents a continuation of the Group's strategy of makingacquisitions and divestments which focus and enhance Expro's global marketpositions. Expro currently does not have any intention of acquiring any furthersecurities of Enseco. - Ends - For further information please contact: Expro International Group PLC 0118 959 1341Graeme Coutts, Chief ExecutiveMichael Speakman, Finance Director Expro International Group PLCFirst Floor, Davidson HouseForbury SquareReadingRG1 3EUUnited Kingdom This information is provided by RNS The company news service from the London Stock Exchange