Engage Xr Regulatory News (EXR)

30 Nov 2006 17:52

Expro International Group PLC30 November 2006 JPMorgan Cazenove Limited30th November 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN PROPOSED PLACING OF ORDINARY SHARES JPMorgan Cazenove Limited (the "Bookrunner") announces an accelerated bookbuiltplacing of 8,350,607 ordinary shares (the "Placing Shares") in ExproInternational Group PLC (the "Company"), representing in aggregate approximately7.6% of the issued ordinary share capital of the Company (the "Placing"),subject to demand, price and market conditions. The proposed sellers of the ordinary shares which are subject to the Placing areFR IX Offshore, L.P., Schmidt 2001 Family Partnership, Ltd and D&D SchmidtFamily Partnership, Ltd (together the "Sellers"). The Sellers received thePlacing Shares as part of the consideration for the sale of Power Well Servicesto the Company in July 2006 (the "Disposal"). Whether the Placing proceeds, the exact number of Placing Shares and the placingprice will be decided at the close of the accelerated bookbuilding periodfollowing agreement between the Bookrunner and the Sellers, and a furtherannouncement will be made by the Bookrunner at that time. The books for the Placing Shares will open with immediate effect. The resultsof the Placing are expected to be announced as soon as practicable following theclosing of the books. The timing of closing of the books will be at theabsolute discretion of the Bookrunner. In connection with the Placing, the Company has agreed to waive the lock-upundertakings given by the Sellers in connection with the Disposal, in respectof, and only to the extent of, the Placing Shares. In this context JPMorganCazenove Limited notes the announcement today by the Company. If all the Placing Shares are sold, both FR IX Offshore, L.P. and D&D SchmidtFamily Partnership, Ltd will no longer hold any ordinary shares in the Companyand Schmidt 2001 Family Partnership, Ltd will hold less than 0.15% of the issuedordinary share capital of the Company which will not be subject to any lock-uparrangement. Dated 30th November 2006 Enquiries: Barry Weir, Greg Bennett or Shona Graham: +44 20 7588 2828 JPMorgan Cazenove Limited MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLYADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THEMEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR AREPERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFEROF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHERBEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACINGSET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE ANOFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY INTHE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION INWHICH SUCH AN OFFER OF SOLICITATION IS UNLAWFUL. THE PLACING SHARES HAVE NOTBEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENTREGISTRATION OR AN EXEMPTION FROM REGISTRATION. THERE WILL BE NO PUBLICOFFERING OF SECURITIES IN THE UNITED STATES. ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACING MUST BE MADE SOLELY ONTHE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLYVERIFIED BY THE BOOKRUNNER OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANYCOPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY INOR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLYWITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,AUSTRALIAN OR JAPANESE SECURITIES LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACINGSHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEENTAKEN BY THE MANAGER, OR ANY OF ITS AFFILIATES, OR ANY OTHER PERSON THAT WOULDPERMIT AN OFFER OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THISANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACINGSHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONSINTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE BOOKRUNNERTOINFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. THE BOOKRUNNER WILL ACT EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTIONWITH THE PLACING. IT WILL NOT REGARD ANY OTHER PERSON (WHETHER OR NOT ARECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACING AND WILLNOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONSAFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANYTRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. JPMorgan Cazenove Limited is authorised and regulated by the Financial ServicesAuthority. Its registered address is at 20 Moorgate, London EC2R 6DA. This information is provided by RNS The company news service from the London Stock Exchange