Engage Xr Regulatory News (EXR)

3 Jun 2008 07:00

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

3 June 2008

Offer update

As described in the supplementary scheme document posted to shareholders on Tuesday, 27 May 2008, the Implementation Agreement (as described in the Scheme Document) has been amended so as to provide that Expro is able to postpone or adjourn either the First Court Hearing past 23 June 2008 or the Second Court Hearing past 25 June 2008 if an independent competing offeror announces a higher cash offer (in accordance with the requirements of Rule 2.5 of the Takeover Code) on or before 20 June 2008. 

Expro notes the Halliburton announcement of 23 May 2008. Expro confirms that it continues to be in discussions with Halliburton which may or may not lead to an offer being made for Expro, however there can be no certainty that an offer will be made. Accordingly, the Expro Independent Directors continue to unanimously recommend that Expro Shareholders vote in favour of the resolutions relating to the recommended Revised Offer at the adjourned Meetings on 9 June 2008. 

If Expro Shareholders vote against the resolutions relating to the recommended Revised Offer at the adjourned Meetings there can be no certainty of any offer for the Company being made.

If Expro Shareholders vote in favour of the resolutions relating to the recommended Revised Offer at the adjourned Meetings, the Expro Independent Directors will nevertheless be able to postpone the First Court Hearing and the Second Court Hearing in order to consider any independent competing higher cash offer provided it is made in accordance with the requirements of Rule 2.5 of the Takeover Code on or before 20 June 2008.

Unless otherwise stated, capitalised terms used in this announcement have the same meaning as those in the Scheme Document.

Enquiries:

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, which will 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.

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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Expro Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. 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 is 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.