Last checked at 17 Apr 2008 07:00
Candover Partners & GS Cap Partners17 April 2008 Not for release, publication or distribution, in whole or in part, in or intoany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. FOR IMMEDIATE RELEASE 17 April 2008 Recommended cash acquisition of Expro International Group plc by Umbrellastream Limited a company formed and ultimately owned by a consortium comprising funds managed or advised by Candover Partners Limited, together with Goldman Sachs Capital Partners and AlpInvest Partners N.V. Summary • The Board of Umbrellastream and the Independent Directors of Expro arepleased to announce that they have reached agreement on the terms of arecommended cash acquisition of the entire issued and to be issued Expro Sharesat a price of 1435 pence in cash for each Expro Share, valuing the entire issuedand to be issued share capital of Expro at approximately £1,605 million. • Umbrellastream is a newly-incorporated company formed at the direction ofa consortium comprising funds managed or advised by Candover, together withGoldman Sachs Capital Partners and AlpInvest for the purpose of implementing theAcquisition. • Expro is a leading provider of well flow management services and productsthat measure, improve, control and process flow from high-value oil and gaswells. Expro employs more than 4,000 staff and operates in over 50 countries. • It is intended that the Acquisition will be implemented by way of acourt-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006and that the Scheme will become effective by the end of the second quarter of2008, subject to the satisfaction of all relevant conditions, including theConditions as set out in Appendix 1 to this announcement. The Scheme Documentwill be posted to Shareholders as soon as reasonably practicable. • The price of 1435 pence for each Expro Share represents: - a premium of 54.9 per cent. to the Closing Price of 926.5 pence per ExproShare on 28 February 2008 (being the last Business Day before Expro announced ithad received a proposal which may or may not lead to an offer for the company); - a premium of 56.5 per cent. to the Closing Price of 917.2 pence per ExproShare (being the average Closing Price for the one month ended on 28 February2008); and - a premium of 8.5 per cent. to the Closing Price of 1322 pence per ExproShare on 16 April 2008 (being the last Business Day prior to this announcement). • The Independent Directors of Expro, who have been so advised by JPMorganCazenove, consider the terms of the Acquisition to be fair and reasonable. Inproviding its advice, JPMorgan Cazenove has taken into account the commercialassessments of the Independent Directors of Expro. Accordingly, the IndependentDirectors of Expro intend unanimously to recommend that Expro Shareholders votein favour of the resolutions relating to the Acquisition at the Meetings (or, inthe event that the Acquisition is implemented by way of a takeover offer, toaccept or procure acceptance of such offer) as the Independent Directors haveirrevocably undertaken to do in respect of their own beneficial holdings of110,966 Expro Shares in aggregate, representing approximately 0.10 per cent. ofExpro's issued share capital. • Umbrellastream has received irrevocable undertakings from the Directors ofExpro to vote in favour of the resolution relating to the Scheme at the CourtMeeting and the Special Resolution at the EGM in respect of their entirebeneficial holdings, amounting to 409,731 Expro Shares in aggregate andrepresenting approximately 0.37 per cent. of Expro's existing issued ordinaryshare capital. Further details of these irrevocable undertakings are set out inAppendix 3 to this announcement. • Commenting on today's announcement, John Arney, a director ofUmbrellastream, said: "Candover, Goldman Sachs Capital Partners and Alplnvest are delighted that theIndependent Directors of Expro have unanimously agreed to recommend our offer.We have significant experience in the oilfield services sector and look forwardto working with Expro's employees, customers and other stakeholders tostrengthen Expro's already impressive market position through continuedinvestment in people and leading technologies." • Commenting on the Acquisition, Dr. Chris Fay, Chairman of Expro, said: "Expro has grown rapidly in recent years, both organically and through strategicacquisitions, to become a leading player in well flow management and a leadingprovider of services and products that measure, improve, control and processflow from high-value oil and gas wells. Umbrellastream's cash offer providesExpro shareholders with certain value today and fairly reflects both the valuethat has been created during this period and the future potential of the Group." This summary should be read in conjunction with the following full announcementand the Appendices. The Acquisition will be subject to the conditions set out in Appendix 1 to thefull announcement and to the full terms and conditions which will be set out inthe Scheme Document. Appendix 2 to the full announcement contains bases andsources of certain information contained in this announcement. Details ofirrevocable undertakings received by Umbrellastream are set out in Appendix 3 tothe full announcement. Certain terms used in this announcement are defined inAppendix 4 to the full announcement. Enquiries:Candover +44 20 7489 9848John ArneyMark Dickinson Goldman Sachs Capital Partners +44 20 7774 1000Richard ButlandTill Hufnagel Goldman Sachs International +44 20 7774 1000(financial adviser to Umbrellastream)Richard Campbell-BreedenNimesh KhiroyaPhil Raper (Corporate Broking) RBC Capital Markets +44 20 7653 4000(financial adviser to Umbrellastream)Tim ChapmanLouise Mooney Tulchan Communications +44 20 7353 4200(PR adviser to Umbrellastream)Peter HewerSusanna Voyle JPMorgan Cazenove +44 20 7588 2828(financial adviser to Expro)Barry WeirAndrew TruscottGuy Marks Weber Shandwick Financial +44 20 7067 0700(PR adviser to Expro)Nick OborneRachel Taylor This announcement is not intended to and does not constitute or form part of anyoffer to sell or subscribe for or any invitation to purchase or subscribe forany securities or the solicitation of any vote or approval in any jurisdictionpursuant to the Acquisition or otherwise. The Acquisition will be made solelypursuant to the terms of the Scheme Document, which will contain the full termsand conditions of the Acquisition, including details of how to vote in respectof the Acquisition. Any decision in respect of, or other response to, theAcquisition should be made only on the basis of the information contained in theScheme Document. This announcement does not constitute a prospectus or prospectus equivalentdocument. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Inparticular, the ability of persons who are not resident in the United Kingdom tovote their Expro Shares with respect to the Scheme at the Court Meeting, or toexecute and deliver forms of proxy appointing another to vote at the CourtMeeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located. This announcement has been preparedfor the purpose of complying with English law and the Takeover Code and theinformation disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside the United Kingdom. Copies of this announcement and any formal documentation relating to theAcquisition are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from any Restricted Jurisdiction. If the Acquisition isimplemented by way of an offer (unless otherwise determined by Umbrellastreamand the Consortium and permitted by applicable law and regulation), the offermay not be made directly or indirectly, in or into, or by the use of mails orany means or instrumentality (including, but not limited to, facsimile, e-mailor other electronic transmission, telex or telephone) of interstate or foreigncommerce of, or of any facility of a national, state or other securitiesexchange of any Restricted Jurisdiction and the offer may not be capable ofacceptance by any such use, means, instrumentality or facilities. Notice to US investors in Expro: The Acquisition relates to the shares of anEnglish company and is being made by means of a scheme of arrangement providedfor under English company law. A transaction effected by means of a scheme ofarrangement is not subject to the tender offer rules or the proxy solicitationrules under the US Exchange Act. Accordingly, the Acquisition is subject to thedisclosure requirements and practices applicable in the United Kingdom toschemes of arrangement which differ from the disclosure requirements of UnitedStates tender offer and proxy solicitation rules. If, in the future,Umbrellastream exercises is right to implement the Acquisition by way of atakeover offer and determines to extend the offer into the United States, theAcquisition will be made in compliance with applicable United States laws andregulations. Financial information included in this announcement and the SchemeDocumentation has been or will have been prepared in accordance with accountingstandards applicable in the United Kingdom that may not be comparable tofinancial information of US companies or companies whose financial statementsare prepared in accordance with generally accepted accounting principles in theUnited States. It may be difficult for US holders of Expro Shares to enforce their rights andany claim arising out of the US federal securities laws, since Umbrellastreamand Expro are located in a non-US jurisdiction, and some or all of theirofficers and directors may be residents of a non-US jurisdiction. US holders ofExpro Shares may not be able to sue a non-US company or its officers ordirectors 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 subjectthemselves to a US court's judgement. Goldman Sachs International, which is authorised and regulated in the UK by theFSA, is acting exclusively for the Consortium and no one else in connection withthe Acquisition and will not be responsible to anyone other than the Consortiumfor providing the protections afforded to clients of Goldman Sachs Internationalor for providing advice in relation to the Acquisition or any other mattersreferred to in this announcement. RBC Capital Markets, which is authorised and regulated in the UK by the FSA, isacting exclusively for the Consortium and no one else in connection with theAcquisition and will not be responsible to anyone other than the Consortium forproviding the protections afforded to clients of RBC Capital Markets or forproviding advice in relation to the Acquisition or any other matters referred toin this announcement. JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, isacting exclusively for Expro and no one else in connection with the Acquisitionand will not be responsible to anyone other than Expro for providing theprotections afforded to clients of JPMorgan Cazenove or for providing advice inrelation to the Acquisition or any other matters referred to in thisannouncement. Cautionary Note Regarding Forward-Looking Statements This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Expro and certainplans and objectives of the Consortium and/or Umbrellastream with respectthereto. These forward-looking statements can be identified by the fact thatthey do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", "expect", "estimate","intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may","should", "would", "could", or other words of similar meaning. These statementsare based on assumptions and assessments made by Expro, the Consortium and/orUmbrellastream in light of their experience and their perception of historicaltrends, current conditions, future developments and other factors they believeappropriate. By their nature, forward-looking statements involve risk anduncertainty, because they relate to events and depend on circumstances that willoccur in the future and the factors described in the context of suchforward-looking statements in this document could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although it is believed that the expectationsreflected in such forward-looking statements are reasonable, no assurance can begiven that such expectations will prove to have been correct and you aretherefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this document. None of Expro, theConsortium and Umbrellastream assumes any obligation to update or correct theinformation contained in this document (whether as a result of new information,future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are changes in the global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates, changes in tax rates and future business combinations ordispositions. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Expro, all "dealings" in any "relevantsecurities" of Expro (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Scheme becomes effective in accordance with itsterms, lapses or is otherwise withdrawn or on which the "offer period" otherwiseends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Expro, they will be deemed to be a single person for the purposeof 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 theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to whether or not youare required to disclose a "dealing" under Rule 8, you should consult the Panel. Not for release, publication or distribution, in whole or in part, in or intoany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. FOR IMMEDIATE RELEASE 17 April 2008 Recommended cash acquisition of Expro International Group plc by Umbrellastream Limited a company formed and ultimately owned by a consortium comprising funds managed or advised by Candover Partners Limited, together with Goldman Sachs Capital Partners and AlpInvest Partners N.V. 1. Introduction The Board of Umbrellastream and the Independent Directors of Exproare pleased to announce that they have reached agreement on the terms of arecommended cash acquisition by Umbrellastream of the entire issued and to beissued share capital of Expro. Umbrellastream is a newly-incorporated company formed at the direction of aconsortium comprising funds managed or advised by Candover, together withGoldman Sachs Capital Partners and AlpInvest for the purpose of implementing theAcquisition. 2. The Acquisition It is intended that the Acquisition will be effected by way of acourt-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.The purpose of the Scheme is to enable Umbrellastream to acquire the whole ofthe issued and to be issued ordinary share capital of Expro. Under the terms ofthe Scheme, which will be subject to the Conditions and other terms set out inthis announcement and to the further terms to be set out in the Scheme Document,Expro Shareholders will receive: For each Expro Share 1435 pence in cash The terms of the Acquisition value the entire issued and to be issued sharecapital of Expro at approximately £1,605 million and the price of 1435 pence perExpro Share represents: - a premium of 54.9 per cent. to the Closing Price of 926.5 pence per ExproShare on 28 February 2008 (being the last Business Day before Expro announced ithad received a proposal which may or may not lead to an offer for the company); - a premium of 56.5 per cent. to the Closing Price of 917.2 pence per ExproShare (being the average Closing Price for the one month ended on 28 February2008); and - a premium of 8.5 per cent. to the Closing Price of 1322 pence per ExproShare on 16 April 2008 (being the last Business Day prior to this announcement.) 3. Recommendation The Independent Directors of Expro, who have been so advised by JPMorganCazenove, consider the terms of the Acquisition to be fair and reasonable. Inproviding its advice, JPMorgan Cazenove has taken into account the commercialassessments of the Independent Directors of Expro. Accordingly, the Independent Directors of Expro intend unanimously to recommendthat Expro Shareholders vote in favour of the resolutions relating to theAcquisition at the Meetings (or, in the event that the Acquisition isimplemented by way of a takeover offer, to accept or procure acceptance of suchoffer) as the Independent Directors have irrevocably undertaken to do in respectof their own beneficial holdings of 110,966 Expro Shares in aggregate,representing approximately 0.10 per cent. of Expro's issued share capital. The Independent Directors comprise Dr Chris Fay, Mr Roger Boyes, Mr TerryLazenby and Mr Bob Bennett. Umbrellastream intends to enter into discussionswith the Executive Directors in due course regarding their potential continuedinvolvement in the on-going business of Expro and therefore the ExecutiveDirectors cannot be treated as independent directors of Expro. Accordingly, theExecutive Directors have absented themselves from the final deliberations inconnection with the Acquisition and a committee of the Board, comprising theIndependent Directors, has been established for the purpose of finalising andagreeing the terms of the Acquisition and making the recommendation in relationto the Acquisition. 4. Background to, and reasons for, the recommendation Expro has grown rapidly in the last five years, both organically and throughstrategic acquisitions, to become a leading player in well flow management and aleading provider of services and products that measure, improve, control andprocess flow from high-value oil and gas wells. During this period the ExproGroup's revenue has grown by 138 per cent. from £217.9 million in the financialyear ended 31 March 2003 to £518.8 million in the financial year ended 31 March2007 and earnings per share from 20.5 pence to 37.8 pence over the same period.Between 31 March 2003 and 16 April 2008, the market capitalisation of Expro hasincreased from £212 million to £1.46 billion. On 29 February 2008, Expro announced it had received a very preliminary proposalwhich may or may not lead to an offer for Expro. This initial offer from theConsortium was taken to Expro's Board and rejected. On 14 March 2008, the Boardof Expro received a revised proposal from the Consortium of 1435 pence per ExproShare. Since then the Board and its financial adviser, JPMorgan Cazenove, has beeninvolved in discussions with the Consortium as well as a number of other partiesabout their possible interest in making an offer for Expro. As part of thesediscussions, a number of parties were given the same access to management anddue diligence as the Consortium. As at 17 April 2008, one of those parties continues to conduct due diligence onExpro. There can be no certainty that a formal offer will ultimately beforthcoming from this party. On this basis, the Independent Directors of Exprohave decided to unanimously recommend the Acquisition. The Independent Directors believe the price of 1435 pence for each Expro Sharerepresents a significant premium to the undisturbed trading price of ExproShares. The certainty and value of the cash offer today reflects both thecurrent trading performance of the Expro Group and its future potential. TheIndependent Directors therefore concluded that the price of 1435 pence for eachExpro share is fair and reasonable and that the Acquisition should berecommended to Expro Shareholders. 5. Irrevocable commitments Umbrellastream has received irrevocable undertakings from the Directors of Exproto vote in favour of the resolutions relating to the Scheme at the Court Meetingand the Special Resolution at the EGM in respect of their entire beneficialholdings, amounting to 409,731 Expro Shares in aggregate and representingapproximately 0.37 per cent. of Expro's existing issued ordinary share capital. The undertakings from the Directors of Expro will cease to be binding if a thirdparty announces a firm intention to make an offer (under Rule 2.5 of theTakeover Code) to acquire all the equity share capital of Expro on or before11.59pm on the tenth business day prior to the date of the Court Meeting and EGMwhich values the ordinary shares of Expro at a price per share being at least12.5 per cent. higher than 1435 pence. Further details of these irrevocable undertakings are set out in Appendix 3 tothis announcement. 6. Information relating to the Consortium and Umbrellastream (a) Candover Candover is a leading and long established provider of equity for largerEuropean buyouts, with a 28 year track record of making successful investmentsand realisations. Candover has a total staff of 79, based in offices in London,Paris, Milan and Madrid and specialises in arranging and leading large buyoutsand buy-ins across Europe, with a particular emphasis on the UK / Ireland,Benelux, France, Germany, Italy, Spain and Scandinavia. Since its founding in1980, Candover has invested in 135 buyouts worth over €42 billion and has led orco-led 110 of these transactions. Candover's expertise in the oilfield servicessector is demonstrated by its participation in the management buy-out of Exproin 1992, and more recently, its investments in Vetco International, Aibel,Wellstream, Pipeline Integrity International and Wood Mackenzie. (b) Goldman Sachs Capital Partners Goldman Sachs Capital Partners is managed by the Principal Investment Area ofGoldman Sachs ("GS PIA"). GS PIA is one of the world's largest private equityand mezzanine investors, having invested approximately US$50 billion in over 700companies globally since 1986, and manages a diverse global portfolio ofcompanies with 140 employees active in the firm's New York, London, Hong Kong,Tokyo, San Francisco and Mumbai offices. GS PIA's investment philosophy iscentred on (i) investing in world-class companies; (ii) acting as a patient andsupportive long-term investor; and (iii) partnering with quality managers whoseincentives are aligned with those of GS PIA. GS PIA has extensive experienceinvesting in the energy sector including investments in oilfield servicescompanies (Ensco, Sub Sea International, Seacor) and exploration and productioncompanies (Cobalt Energy, Cross Timbers Oil Company and Bill Barrett). (c) AlpInvest AlpInvest is one of the largest private equity investors in the world with overEUR 40 billion (US$64 billion) under management. Approximately 80% of thesefunds are committed to private equity investors globally, including throughsecondary transactions, with the remainder invested directly in companieslocated primarily in Europe and the US and increasingly in Asia. AlpInvest has68 investment professionals based in Amsterdam, Hong Kong, London and New York.Its main clients are Stichting Pensioenfonds ABP and Stichting PensioenfondsZorg en Welzijn, two of the largest pension funds in the world with respectivelyEUR 216 billion and EUR 88 billion of assets under management as at December2007. (d) Umbrellastream Umbrellastream is a newly-incorporated company formed and ultimately owned by aconsortium of investors comprising funds managed or advised by Candover,together with Goldman Sachs Capital Partners and AlpInvest and established toimplement the Acquisition. 7. Information relating to Expro and current trading Expro is a leading provider of products and services in Well Testing &Commissioning, Production Systems, Wireline Intervention, Drilling Chokes andConnectors & Measurements that measure, improve, control and process flow fromhigh-value oil and gas wells. Through its global and regional operations, itoffers clients the expertise and reliability developed through years ofexperience in the industry. With its head office in the UK, Expro employs morethan 4,000 highly-trained staff in over 50 countries. On 25 March 2008, Expro announced that trading during the second half of theyear ended 31 March 2008 has continued to strengthen leading to a full yearoutcome at the upper end of management's expectation. 8. Management, employees and locations Umbrellastream attaches great importance to the skills and experience of theexisting management and employees of Expro. Umbrellastream confirms that it hasgiven assurances to the Independent Directors of Expro that, upon and followingcompletion of the Acquisition, it intends to fully safeguard the existingemployment rights of all Expro Group management and employees and to comply withExpro's pension obligations for existing employees. Umbrellastream intends to enter into discussions with senior management ofExpro, in due course, regarding their potential continuing involvement in theon-going business of Expro. Although there have been preliminary discussionsbetween Umbrellastream and senior management of Expro regarding such on-goinginvolvement with the business, there are no agreements or arrangements betweenUmbrellastream and senior management and no such agreements or arrangements withsenior management will be entered into at the current time and there will be nofurther discussions during the offer period. The Acquisition is accordingly notconditional on reaching agreement with senior management. 9. Expro Share Schemes Participants in the Expro Share Schemes will be contacted regarding the effectof the Acquisition on their rights under these schemes and provided with furtherdetails concerning the proposals which will be made to them in due course.Details of the proposals will be set out in the Scheme Document and in separateletters to be sent to participants in the Expro Share Schemes. 10. Financing of the Acquisition The cash consideration payable under the Acquisition and the costs of theAcquisition will be financed by funds managed or advised by the Consortium andby a banking syndicate including Royal Bank of Scotland plc, Lloyds TSB Bankplc, Royal Bank of Canada, HSBC Bank plc and DnB NOR Bank ASA. Full implementation of the Acquisition would result in cash consideration ofapproximately £1,605 million being payable to Scheme Shareholders andparticipants in the Expro Share Schemes. Goldman Sachs International and RBC Capital Markets have confirmed that they aresatisfied that sufficient resources are available to Umbrellastream to enable itto satisfy, in full, the consideration payable under the terms of theAcquisition. 11. Implementation Agreement Expro and Umbrellastream have entered into an Implementation Agreement inrelation to the implementation of the Acquisition and related matters. Pursuantto the Implementation Agreement, Expro and Umbrellastream have agreed, interalia, subject to the fiduciary duties of the directors of each of the parties,to take all such steps and actions and prepare all such documents necessary forthe implementation of the Acquisition on a timely basis in accordance with anagreed timetable and in accordance with the terms of the ImplementationAgreement and the requirements of the Takeover Code, the Court and applicablelaw and regulations. As a pre-condition to Umbrellastream agreeing to announce the proposedAcquisition, Expro has agreed to pay an inducement fee of an amount equal to oneper cent. of the value of the consideration payable under the terms of theAcquisition if the proposed Acquisition is announced and: (i) subsequently lapses is withdrawn or is not made and before this time anindependent competing transaction is announced which subsequently becomesunconditional in all respects or otherwise completes; or (ii) the Independent Directors withdraw, qualify or adversely modify theirrecommendation of the Acquisition or agree to resolve to or announce theirintention to recommend an independent competing transaction. Expro has also agreed not to pay an inducement fee to any other person inconnection with an independent competing transaction. Expro has undertaken in the Implementation Agreement that it shall not, andshall procure that no Expro Group Connected Person shall directly or indirectly,solicit, encourage, initiate or otherwise seek to procure the submission of anyproposal, indication of interest or offer of any kind regarding an independentcompeting transaction, other than responding to an independent competingtransaction where the Independent Directors determine in good faith that thefailure to do so would be in breach of their fiduciary duties or their dutiesunder the Takeover Code or the matter relates to continuing any discussions thatcommenced prior to the date of the Implementation Agreement with any third partyrelating to an independent competing transaction. Expro has agreed in the Implementation Agreement, subject to confidentialityobligations, to notify and provide Umbrellastream if it or any Expro GroupConnected Person: (i) receives any approach in relation to a possibleindependent competing transaction; or (ii) receives any request for informationunder Rule 20.2 of the Takeover Code. Expro has further agreed, subject toconfidentiality obligations, to disclose to Umbrellastream as soon aspracticable: (i) the price, form of consideration and identity of the offeror inrelation to any approach made after the date of this Agreement relating to anindependent competing transaction; (ii) the fact that the Board (or a committeethereof) is considering such an independent competing transaction with detailsof the price, form of consideration and identity of the offeror; and (iii) anychanges in the price, form of consideration and identity of offeror in relationto any independent competing transaction details of which have already beennotified to Umbrellastream. Further information regarding the Implementation Agreement will be set out inthe Scheme Document. 12. Further terms of the Acquisition The Expro Shares will be acquired pursuant to the Acquisition fully paid andfree from all liens, charges, equities, encumbrances, rights of pre-emption andany other interests of any nature whatsoever and together with all rights now orhereafter attaching thereto, including voting rights and the right to receiveand retain in full all dividends and other distributions (if any) declared, madeor paid on or after the date of this announcement. If the final dividend or any other dividend or other distribution in respect ofan Expro Share is declared after the date of this announcement and paid prior tothe Effective Date, the price payable pursuant to the Acquisition in respect ofan Expro Share will be reduced by the amount of the dividend. If the recorddate in relation to any dividend or distribution is prior to the Effective Date,Expro Shares will be acquired cum the entitlement to that dividend. 13. Extraordinary General Meeting In view of the structure of the Acquisition, it will be necessary for ExproShareholders to approve certain matters relating to the implementation of theScheme. The Special Resolution will be proposed at the EGM for these purposes andfurther details will be set out in the Scheme Document. 14. Disclosure of Interests in Expro Except as disclosed below, as at close of business on 15 April 2008 (the latestpracticable Business Day prior to the date of this announcement) neitherUmbrellastream, nor any directors of Umbrellastream, nor, so far asUmbrellastream is aware, any person acting in concert with Umbrellastream has:(i) any interest in or right to subscribe for any relevant securities of Expro,nor (ii) any short positions in respect of relevant Expro securities (whetherconditional or absolute and whether in the money or otherwise), including anyshort position under a derivative, any agreement to sell or any deliveryobligation or right to require another person to purchase or take delivery, nor(iii) borrowed or lent any relevant Expro securities (save for any borrowedshares which have been on-lent or sold): Name Number of Expro Shares Colin Buffin (jointly held) 2,001 Goldman Sachs International 195,616 (short position) 15. Description of the Scheme It is intended that the Acquisition will be effected by means of acourt-sanctioned scheme of arrangement between Expro and the Scheme Shareholdersunder Part 26 of the Companies Act 2006. The purpose of the Scheme is to providefor Umbrellastream to become the owner of the whole of the issued ordinary sharecapital of Expro. Under the Scheme, the Acquisition is to be achieved by the cancellation of theScheme Shares held by Scheme Shareholders and the application of the reservearising from such cancellation in paying up in full a number of New Shares(which is equal to the number of Scheme Shares cancelled) and issuing the sameto Umbrellastream and/or its nominees, in consideration for which SchemeShareholders will receive consideration on the basis set out in paragraph 2 ofthis announcement. The Acquisition will be subject to the Conditions and further terms andconditions referred to in Appendix 1 to this announcement and to be set out inthe Scheme Document. The Consortium Members have agreed with Umbrellastreamthat the prior written consent of the Consortium will be required in order forUmbrellastream to waive a Condition, declare the Conditions satisfied orotherwise to revise or modify the terms of the Acquisition. The consent ofUmbrellastream's banking syndicate will also be required to waive a Conditionwhich materially and adversely affects the interests of the lenders. To become effective, the Scheme requires the approval of Scheme Shareholders bythe passing of a resolution at the Court Meeting. The resolution must beapproved by a majority in number of the Scheme Shareholders present and voting(and entitled to vote), either in person or by proxy, representing not less thanthree-fourths in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme, which must occur by 30 September 2008 unless Exproand Umbrellastream agree (with the consent of the Panel and the approval of theCourt, if required) a later date, will also require the passing of the SpecialResolution, requiring the approval of Expro Shareholders representing at leastthree-fourths of the votes cast at the EGM (either in person or by proxy). TheEGM will be held immediately after the Court Meeting. In respect of the SpecialResolution, Expro Shareholders will be entitled to cast one vote for each SchemeShare held. Following the Meetings, the Scheme must be sanctioned and the Capital Reductionconfirmed by the Court, and will only become effective on delivery to theRegistrar of Companies of: (a) a copy of the Scheme Court Order sanctioning the Scheme; and (b) a copy of the Reduction Court Order, and, in the case of the Reduction Court Order, it being registered by theRegistrar of Companies. Upon the Scheme becoming effective, it will be binding on all ExproShareholders, irrespective of whether or not they attended or voted at the CourtMeeting or the EGM and the cash consideration will be despatched byUmbrellastream to Scheme Shareholders no later than 14 days after the EffectiveDate. Further details of the Scheme will be contained in the Scheme Document, whichwill be posted to Expro Shareholders as soon as practicable. It is currentlyanticipated that the Scheme will become effective in the second quarter of 2008,subject to satisfaction of the conditions set out in Appendix 1 to thisannouncement. Further details on the timetable for the implementation of theScheme will be set out in the Scheme Document. 16. Delisting and re-registration Prior to the Scheme becoming effective, a request will be made to the LondonStock Exchange to cancel trading in Expro Shares on its market for listedsecurities on the second Business Day following the Effective Date and theUnited Kingdom Listing Authority will be requested to cancel the listing of theExpro Shares from the Official List on the second Business Day following theEffective Date. Share certificates in respect of the Expro Shares will cease to be valid andshould be destroyed on the second Business Day following the Effective Date. In addition, entitlements held within the CREST System to the Expro Shares willbe cancelled on the second Business Day following the Effective Date. As soon as possible after the Effective Date, it is intended that Expro will bere-registered as a private limited company. 17. Overseas shareholders The availability of the Acquisition to Expro Shareholders who are not residentin the United Kingdom may be affected by the laws of their jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Expro Shareholders who are in anydoubt regarding such matters should consult an appropriate independentprofessional adviser in the relevant jurisdiction without delay. 18. General Umbrellastream reserves the right to elect to implement the Acquisition by wayof a takeover offer for the entire issued and to be issued share capital ofExpro not already held by Umbrellastream as an alternative to the Scheme. Insuch event, the takeover offer will be implemented on the same terms (subject toappropriate amendments), so far as applicable, as those which would apply to theScheme and subject to the amendment referred to in paragraph 3 of Appendix 1 ofthis announcement. If the Acquisition is effected by way of an Offer and such Offer becomes or isdeclared unconditional in all respects and sufficient acceptances are receivedUmbrellastream intends to: (i) request the London Stock Exchange and the UKListing Authority cancel trading in Expro Shares on the London Stock Exchange'smain market for listed securities and the listing of the Expro Shares from theOfficial List; and (ii) exercise its rights to apply the provisions of Chapter 3of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining ExproShares in respect of which the Offer has not been accepted. The Acquisition will be on the terms and subject to the conditions set out inAppendix I, and to be set out in the Scheme Document. The circular includingthe Scheme and notices of the Court Meeting and Expro EGM will be sent to ExproShareholders as soon as reasonably practicable. The Scheme will be governed by English law. The Scheme will be subject to theapplicable requirements of the Takeover Code, the Takeover Panel, the LondonStock Exchange and the UK Listing Authority. The bases and sources of certaininformation contained in this announcement are set out in Appendix 2. Detailsof the irrevocable undertakings received by Umbrellastream are set out inAppendix 3. Certain terms used in this announcement are defined in Appendix 4. This announcement is not intended to and does not constitute or form part of anyoffer to sell or subscribe for or any invitation to purchase or subscribe forany securities or the solicitation of any vote or approval in any jurisdictionpursuant to the Acquisition or otherwise. The Acquisition will be made solelypursuant to the terms of the Scheme Document, which will contain the full termsand conditions of the Acquisition, including details of how to vote in respectof the Acquisition. Any decision in respect of, or other response to, theAcquisition should be made only on the basis of the information contained in theScheme Document. This announcement does not constitute a prospectus or prospectus equivalentdocument. The release, publication or distribution of this announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. Inparticular, the ability of persons who are not resident in the United Kingdom tovote their Expro Shares with respect to the Scheme at the Court Meeting, or toexecute and deliver forms of proxy appointing another to vote at the CourtMeeting on their behalf, may be affected by the laws of the relevantjurisdictions in which they are located. This announcement has been preparedfor the purpose of complying with English law and the Takeover Code and theinformation disclosed may not be the same as that which would have beendisclosed if this announcement had been prepared in accordance with the laws ofjurisdictions outside the United Kingdom. Copies of this announcement and any formal documentation relating to theAcquisition are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from any RestrictedJurisdiction and persons receiving such documents (including custodians,nominees and trustees) must not mail or otherwise forward, distribute or send itin or into or from any Restricted Jurisdiction. If the Acquisition isimplemented by way of an offer (unless otherwise determined by Umbrellastreamand the Consortium and permitted by applicable law and regulation), the offermay not be made directly or indirectly, in or into, or by the use of mails orany means or instrumentality (including, but not limited to, facsimile, e-mailor other electronic transmission, telex or telephone) of interstate or foreigncommerce of, or of any facility of a national, state or other securitiesexchange of any Restricted Jurisdiction and the offer may not be capable ofacceptance by any such use, means, instrumentality or facilities. Notice to US investors in Expro: The Acquisition relates to the shares of anEnglish company and is being made by means of a scheme of arrangement providedfor under English company law. A transaction effected by means of a scheme ofarrangement is not subject to the tender offer rules or the proxy solicitationrules under the US Exchange Act. Accordingly, the Acquisition is subject to thedisclosure requirements and practices applicable in the United Kingdom toschemes of arrangement which differ from the disclosure requirements of UnitedStates tender offer and proxy solicitation rules. If, in the future,Umbrellastream exercises is right to implement the Acquisition by way of atakeover offer and determines to extend the offer into the United States, theAcquisition will be made in compliance with applicable United States laws andregulations. Financial information included in this announcement and the SchemeDocumentation has been or will have been prepared in accordance with accountingstandards applicable in the United Kingdom that may not be comparable tofinancial information of US companies or companies whose financial statementsare prepared in accordance with generally accepted accounting principles in theUnited States. It may be difficult for US holders of Expro Shares to enforce their rights andany claim arising out of the US federal securities laws, since Umbrellastreamand Expro are located in a non-US jurisdiction, and some or all of theirofficers and directors may be residents of a non-US jurisdiction. US holders ofExpro Shares may not be able to sue a non-US company or its officers ordirectors 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 subjectthemselves to a US court's judgement. Goldman Sachs International, which is authorised and regulated in the UK by theFSA, is acting exclusively for the Consortium and no one else in connection withthe Acquisition and will not be responsible to anyone other than the Consortiumfor providing the protections afforded to clients of Goldman Sachs Internationalor for providing advice in relation to the Acquisition or any other mattersreferred to in this announcement. RBC Capital Markets, which is authorised and regulated in the UK by the FSA, isacting exclusively for the Consortium and no one else in connection with theAcquisition and will not be responsible to anyone other than the Consortium forproviding the protections afforded to clients of RBC Capital Markets or forproviding advice in relation to the Acquisition or any other matters referred toin this announcement. JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, isacting exclusively for Expro and no one else in connection with the Acquisitionand will not be responsible to anyone other than Expro for providing theprotections afforded to clients of JPMorgan Cazenove or for providing advice inrelation to the Acquisition or any other matters referred to in thisannouncement. Cautionary Note Regarding Forward-Looking Statements This announcement contains certain forward-looking statements with respect tothe financial condition, results of operations and business of Expro and certainplans and objectives of the Consortium and/or Umbrellastream with respectthereto. These forward-looking statements can be identified by the fact thatthey do not relate only to historical or current facts. Forward-lookingstatements often use words such as "anticipate", "target", "expect", "estimate","intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may","should", "would", "could", or other words of similar meaning. These statementsare based on assumptions and assessments made by Expro, the Consortium and/orUmbrellastream in light of their experience and their perception of historicaltrends, current conditions, future developments and other factors they believeappropriate. By their nature, forward-looking statements involve risk anduncertainty, because they relate to events and depend on circumstances that willoccur in the future and the factors described in the context of suchforward-looking statements in this document could cause actual results anddevelopments to differ materially from those expressed in or implied by suchforward-looking statements. Although it is believed that the expectationsreflected in such forward-looking statements are reasonable, no assurance can begiven that such expectations will prove to have been correct and you aretherefore cautioned not to place undue reliance on these forward-lookingstatements which speak only as at the date of this document. None of Expro, theConsortium and Umbrellastream assumes any obligation to update or correct theinformation contained in this document (whether as a result of new information,future events or otherwise), except as required by applicable law. There are several factors which could cause actual results to differ materiallyfrom those expressed or implied in forward looking statements. Among the factorsthat could cause actual results to differ materially from those described in theforward looking statements are changes in the global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates, changes in tax rates and future business combinations ordispositions. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of Expro, all "dealings" in any "relevantsecurities" of Expro (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the Scheme becomes effective in accordance with itsterms, lapses or is otherwise withdrawn or on which the "offer period" otherwiseends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Expro, they will be deemed to be a single person for the purposeof 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 theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Takeover Code, which can also befound on the Panel's website. If you are in any doubt as to whether or not youare required to disclose a "dealing" under Rule 8, you should consult the Panel. APPENDIX 1 CONDITIONS AND FURTHER TERMS OF THE ACQUISITION The Acquisition will be conditional upon the Scheme becoming effective by notlater than 30 September 2008 or such later date (if any) as Umbrellastream andExpro may, with the consent of the Panel (if required), agree and the Court mayapprove. 1. The Scheme will be subject to the following conditions: 1.1 approval of the Scheme by a majority in number, representing atleast three-fourths in value, of the Scheme Shareholders present and voting,either in person or by proxy, at the Court Meeting (or at any adjournment ofsuch meeting); 1.2 all resolutions required to approve and implement the Scheme, setout in the notice of the EGM being duly passed by the requisite majority at theEGM (or at any adjournment of such meeting); and 1.3 the sanction of the Scheme and the confirmation of the reductionof capital involved therein by the Court (in either case, with or withoutmodification on terms acceptable to Umbrellastream and Expro) and office copiesof the Scheme Court Order and the Reduction Court Order (with the minute ofreduction attached) being delivered to the Registrar of Companies in England andWales for registration and, in the case of the Reduction Court Order, registeredby him. 2. Umbrellastream and Expro have agreed that the Acquisition willalso be conditional upon the following matters and, accordingly, the necessaryaction to make the Acquisition effective will not be taken unless suchconditions have been satisfied or waived prior to the Court's sanction of theScheme being sought: 2.1 (i) in so far as the Acquisition constitutes or isdeemed to constitute a concentration with a Community dimension within the scopeof Council Regulation (EC) 139/2004 (the "Regulation") the European Commissionmaking a decision under Article 6(1)(b) of the Regulation without attachingconditions and obligations that are not satisfactory to Umbrellastream or theConsortium, acting reasonably, declaring the Acquisition compatible with thecommon market; (ii) in the event that a request under Article 9(2) of theRegulation has been made by a European Union or EFTA state, the EuropeanCommission indicating, in terms satisfactory to Umbrellastream or theConsortium, acting reasonably, that it does not intend to refer the Acquisition,or any aspect of the Acquisition, to a competent authority of such state inaccordance with Articles 9(1) and 9(3)(b) of the Regulation; (iii) in the event of a referral of the Acquisition, or anyaspect of the Acquisition, to a competent authority of a European Union or EFTAstate in accordance with Articles 9(1) and 9(3)(b) of the Regulation, suchcompetent authority adopting a decision without attaching conditions andobligations that are not satisfactory to Umbrellastream or the Consortium,acting reasonably, approving the Acquisition or aspect thereof that was soreferred, or granting such approval in any other form customary under the lawsof the state in question; and (iv) by the date upon which the condition specified in theforegoing provisions of this condition 2.1 has been satisfied, no indication hasbeen given in writing to Umbrellastream by a European Union or EFTA state thatsuch state intends to take appropriate measures to protect legitimate interestspursuant to Article 21(4) of the Regulation in relation to the Acquisition orany aspect of the Acquisition; 2.2 all necessary notifications and filings having been made and allapplicable waiting periods (including any extensions thereof) under the UnitedStates Hart Scott Rodino Antitrust Improvements Act of 1976 (as amended) and theregulations made thereunder having expired, lapsed or been terminated asappropriate in each case in respect of the Acquisition (including, withoutlimitation, to its implementation and financing) and the acquisition or theproposed acquisition of any shares or other securities in, or control of, Exproby any member of the Wider Umbrellastream Group; 2.3 all necessary notifications, filings or applications having beenmade in connection with the Scheme and all necessary waiting periods (includingany extensions thereof) under any applicable legislation or regulation of anyjurisdiction having expired, lapsed or been terminated (as appropriate) and allstatutory and regulatory obligations in any jurisdiction having been compliedwith and all Authorisations necessary in any jurisdiction for or in respect ofthe Scheme and the Acquisition or the proposed acquisition of any shares orother securities in, or control of, Expro by any member of the WiderUmbrellastream Group having been obtained in terms and in a form reasonablysatisfactory to Umbrellastream from all appropriate Third Parties (as defined inparagraph 2.4 below) or (without prejudice to the generality of the foregoing)from any person or bodies with whom any member of the Wider Expro Group or theWider Umbrellastream Group has entered into contractual arrangements and allsuch Authorisations necessary to carry on the business of any member of theWider Expro Group in any jurisdiction having been obtained, in each case wherethe absence of such Authorisation would have a material adverse effect on theWider Expro Group taken as a whole, and all such Authorisations remaining infull force and effect at the time at which the Scheme becomes otherwiseunconditional and there being no notice or intimation of an intention to revoke,suspend, restrict, modify or not to renew such Authorisations; 2.4 no government or governmental, quasi-governmental, supranational,statutory, regulatory, environmental or investigative body (including, withoutlimitation, any national or supranational antitrust or competition authority),court, trade agency, association, institution or any other person or bodywhatsoever in any in any jurisdiction (each a "Third Party") having decided totake or threatened in writing any action, proceeding, suit, investigation,enquiry or reference in relation to the Acquisition, or having taken or requiredany action to be taken (including, without limitation, proposing or enacting anystatute, regulation, decision or order) in each case which is or is likely to bematerial in the context of the Scheme, which would: (i) make the Acquisition or its implementation or theacquisition or proposed acquisition of any shares or other securities in, orcontrol of, Expro by any member of the Wider Umbrellastream Group void, illegaland/or unenforceable under the laws of any jurisdiction, or otherwise prohibitor restrict the implementation of, or otherwise challenge or require amendmentof the Scheme or the acquisition of any such shares or securities by any memberof the Wider Umbrellastream Group; (ii) require the divestiture by any member of the WiderUmbrellastream Group or by any member of the Wider Expro Group of all or anypart of its businesses, assets, undertakings or property or impose anylimitation on the ability of any of them to conduct their respective businesses(or any part thereof) or to own any of their assets or properties (or any partthereof); (iii) impose any material limitation on, the ability of anymember of the Wider Umbrellastream Group directly or indirectly to acquire orhold or to exercise all or any rights of ownership in respect of shares or othersecurities in Expro or on the ability of any member of the Wider Expro Group orany member of the Wider Umbrellastream Group directly or indirectly to hold orexercise any rights of ownership in respect of shares or other securities (orthe equivalent) in, or to exercise management control over, any member of theWider Expro Group; (iv) except pursuant to sections 974 to 991 of the CompaniesAct 2006 require any member of the Wider Umbrellastream Group or the Wider ExproGroup to acquire, offer to acquire, redeem or repay any shares or othersecurities (or the equivalent) or interest in and/or any indebtedness of anymember of the Wider Expro Group or any asset owned by or owed to any third party(other than in the implementation of the Scheme); (v) require, a divestiture by any member of the WiderUmbrellastream Group of any shares or other securities (or the equivalent) inExpro; (vi) result in any member of the Wider Expro Group ceasing tobe able to carry on business under any name under which it presently carries onbusiness; or (vii) impose any limitation on the ability of any member of theWider Umbrellastream Group or any member of the Wider Expro Group to integrateall or any part of its business with all or any part of the business of anyother member of the Wider Umbrellastream Group and/or the Wider Expro Group. and all applicable waiting and other time periods during which any such ThirdParty could decide to take, institute, implement or threaten any such action,proceeding, suit, investigation, enquiry or reference or take any other stepunder the laws of any jurisdiction in respect of the Scheme or the acquisitionor proposed acquisition of any Expro Shares or otherwise intervene havingexpired, lapsed, or been terminated; 2.5 since 31 March 2007, except as disclosed in the Interim Resultsor as publicly announced to a Regulatory Information Service by or on behalf ofExpro or as fairly disclosed by Expro to Umbrellastream before the date of thisannouncement, there being no material provision or any arrangement, agreement,licence, permit, lease or other instrument to which any member of the WiderExpro Group is a party or by or to which any such member or any of its assets isor may be bound or be subject or any event or circumstance which, as aconsequence of the Acquisition or the proposed acquisition by any member of theWider Umbrellastream Group of any shares or other securities in Expro or becauseof a change in the control or management of any member of the Wider Expro Group,could or might reasonably be expected to result in (to an extent that ismaterial in the context of the Wider Expro Group taken as a whole, theAcquisition or the Scheme): (i) any monies borrowed by, or any other indebtedness,actual or contingent, of any member of the Wider Expro Group being or becomingrepayable, or capable of being declared repayable, immediately or prior to itsor their stated maturity date or repayment date, or the ability of any suchmember to borrow monies or incur any indebtedness being withdrawn or inhibitedor being capable of becoming or being withdrawn or inhibited; (ii) the rights, liabilities, obligations, interests orbusiness of any member of the Wider Expro Group or any member of the WiderUmbrellastream Group under any such arrangement, agreement, licence, permit,lease or instrument or the interests or business of any member of the WiderExpro Group or any member of the Wider Umbrellastream Group in or with any otherfirm or company or body or person (or any agreement or arrangement relating toany such business or interests) being terminated or adversely modified oraffected or any onerous obligation or liability arising or any adverse actionbeing taken thereunder; (iii) any member of the Wider Expro Group ceasing to be able tocarry on business under any name under which it presently carries on business; (iv) any assets or interests of, or any asset the use of whichis enjoyed by, any member of the Wider Expro Group being disposed of or chargedor any right arising under which any such asset or interest could be required tobe disposed of or charged or could cease to be available to any member of theWider Expro Group otherwise than in the ordinary course of business; (v) the creation or enforcement of any mortgage, charge orother security interest over the whole or any part of the business, property orassets of any member of the Wider Expro Group otherwise than in the ordinarycourse of business; (vi) the value of, or the financial or trading position of, anymember of the Wider Expro Group being prejudiced or adversely affected; (vii) the creation of any liability (actual or contingent) byany member of the Wider Expro Group, other than in the ordinary course ofbusiness; or (viii) any liability of any member of the Wider Expro Group tomake any severance, termination, bonus or other payment to any directors or itsofficers (excluding discretionary bonuses for executive directors as determinedby the Expro remuneration committee or any other employees whose bonuses aredetermined by the remuneration committee); 2.6 except as disclosed in the Interim Results or as publiclyannounced to a Regulatory Information Service by or on behalf of Expro or asfairly disclosed by Expro to Umbrellastream before the date of thisannouncement, since 31 March 2007, no member of the Wider Expro Group having: (i) issued or agreed to issue or authorised or proposed theissue of additional shares of any class, or securities or securities convertibleinto, or exchangeable for, or rights, warrants or options to subscribe for oracquire, any such shares or convertible securities (save, where relevant, asbetween Expro and wholly-owned subsidiaries of Expro or between suchwholly-owned subsidiaries and save for the issue of Expro Shares pursuant to theExpro Share Schemes and the issue or transfer from treasury of Expro Shares uponthe exercise of any options granted under any of the Expro Share Schemes); (ii) save for the interim dividend of 4.0 pence per ExproShare in respect of the six months ended 30 September 2007, recommended,declared, paid or made or proposed to recommend, declare, pay or make any bonus,dividend or other distribution (whether payable in cash or otherwise) other thanto Expro or one of its wholly-owned subsidiaries or between such wholly-ownedsubsidiaries; (iii) save for transactions between Expro and its wholly-ownedsubsidiaries or between such wholly-owned subsidiaries, merged with (bystatutory merger or otherwise) or demerged from or acquired any body corporate,partnership or business or acquired or disposed of, or, other than in theordinary course of business, transferred, mortgaged or charged or created anysecurity interest over, any assets or any right, title or interest in any asset(including shares and trade investments) or authorised, proposed or announcedany intention to do so which in any case is material in the context of the WiderExpro Group taken as a whole; (iv) save as between Expro and its wholly-owned subsidiaries orbetween such wholly-owned subsidiaries, made, authorised, proposed or announcedan intention to propose any change in its loan capital; (v) issued, authorised or proposed the issue of anydebentures or incurred or increased any indebtedness or become subject to anycontingent liability (save in the ordinary course of business and/or save asbetween Expro and its wholly-owned subsidiaries or between such wholly-ownedsubsidiaries) which in any case is material in the context of the Wider ExproGroup taken as a whole; (vi) entered into or varied or authorised, proposed orannounced its intention to enter into or vary any contract, transaction,arrangement or commitment (whether in respect of capital expenditure orotherwise) (otherwise than in the ordinary course of business) which is of along term, unusual or onerous nature, or which involves or is likely to involvean obligation of a nature or magnitude which is, in any such case, material inthe context of the Wider Expro Group taken as a whole or which is or is likelyto be restrictive on the business of any member of the Expro Group to an extentwhich is material in the context of the Wider Expro Group taken as a whole; (vii) proposed or entered into or materially varied the terms ofany service agreement with any director or senior executive of the Expro Group; (viii) proposed, agreed to provide or (save for any amendments tothe Expro Share Schemes as have been agreed between Expro and Umbrellastream)modified the terms of any share option scheme, incentive scheme, or otherbenefit relating to the employment or termination of employment of any employeeof the Wider Expro Group in a manner which is material in the context of theWider Expro Group taken as a whole; (ix) or, the trustees of the relevant pension scheme (save asdisclosed by such trustees to Umbrellastream) having, made or agreed orconsented to any significant change to the terms of the trust deeds or otherdocuments constituting or governing the pension schemes in respect of which amember of the Wider Expro Group may have liabilities or the benefits whichaccrue, or to the pensions which are payable, thereunder, or to the basis onwhich qualification for, or accrual or entitlement to, such benefits or pensionsare calculated or determined or to the basis on which the liabilities (includingpensions) of such pension schemes are funded or valued, or agreed or consentedto any change to the trustees or trustee directors, or carried out any act whichmay lead to the commencement of the winding up of the scheme or which could giverise directly or indirectly to a liability arising out of the operation ofsections 38 to 56 inclusive of the Pensions Act 2004 in relation to the schemeand no member of the Wider Expro Group establishing or incurring liabilities inrespect of any new pension arrangement, which in any case is material in thecontext of the Wider Expro Group taken as a whole; (x) implemented or effected, or authorised, proposed orannounced its intention to implement or effect, any composition, assignment,reconstruction, amalgamation, commitment, scheme or other transaction orarrangement (other than the Scheme) otherwise than in the ordinary course ofbusiness, which in any case is material in the context of the Wider Expro Grouptaken as a whole; (xi) purchased, redeemed or repaid or announced any proposal topurchase, redeem or repay any of its own shares or other securities or reducedor, save in respect of the matters mentioned in sub-paragraph (i) above, madeany other change to any part of its share capital to an extent which (other thanin the case of Expro) is material in the context of the Wider Expro Group takenas a whole; (xii) waived or compromised any claim otherwise than in theordinary course of business which is material in the context of the Wider ExproGroup taken as a whole; (xiii) made any alteration to its memorandum or articles ofassociation or other incorporation documents (save in relation to the Scheme)which is material in the context of the Acquisition; (xiv) (other than in respect of a member which is dormant and wassolvent at the relevant time) taken or proposed any steps, corporate action orhad any legal proceedings instituted or threatened against it in relation to thesuspension of payments, a moratorium of any indebtedness, its winding-up(voluntary or otherwise), dissolution, reorganisation or for the appointment ofany administrator, receiver, manager, administrative receiver, trustee orsimilar officer of all or any of its assets or revenues or any analogousproceedings in any jurisdiction or appointed any analogous person in anyjurisdiction or had any such person appointed, which in any case is material inthe context of the Wider Expro Group taken as a whole; (xv) been unable, or admitted in writing that it is unable, topay its debts or commenced negotiations with one or more of its creditors with aview to rescheduling or restructuring any of its indebtedness, or having stoppedor suspended (or threatened to stop or suspend) payment of its debts generallyor ceased or threatened to cease carrying on all or a substantial part of itsbusiness, which in any case is material in the context of the Wider Expro Grouptaken as a whole; or (xvi) entered into any contract, commitment, agreement orarrangement otherwise than in the ordinary course of business (other than theScheme) or passed any resolution or made any offer (which remains open foracceptance) with respect to or announced an intention to, or to propose to,effect any of the transactions, matters or events referred to in this condition2.6; 2.7 since 31 March 2007, and except as disclosed in the InterimResults or as publicly announced to a Regulatory Information Service by or onbehalf of Expro or as fairly disclosed by Expro to Umbrellastream before thedate of this announcement: (i) there having been no adverse change in the business,assets, financial or trading position or profits or prospects or operationalperformance of any member of the Wider Expro Group to an extent which ismaterial to the Wider Expro Group taken as a whole; (ii) no litigation, arbitration proceedings, prosecution orother legal proceedings having been threatened, announced or instituted by oragainst or remaining outstanding against any member of the Wider Expro Group orto which any member of the Wider Expro Group is or may become a party (whetheras claimant or defendant or otherwise) and no enquiry or investigation by, orcomplaint or reference to, any Third Party against or in respect of any memberof the Wider Expro Group having been threatened, announced or instituted by oragainst, or remaining outstanding in respect of, any member of the Wider ExproGroup which, in any such case, might be expected materially and adversely toaffect the Wider Expro Group taken as a whole; (iii) no contingent or other liability having arisen or becomeknown to Umbrellastream which might be likely adversely to affect the business,assets, financial or trading position or profits or prospects of any member ofthe Wider Expro Group to an extent which is material to the Wider Expro Grouptaken as a whole; and (iv) no steps having been taken and no omissions having beenmade which are likely to result in the withdrawal, cancellation, termination ormodification of any licence held by any member of the Wider Expro Group, whichis necessary for the proper carrying on of its business and the withdrawal,cancellation, termination or modification of which is likely adversely to affectthe Wider Expro Group to an extent which is material to the Wider Expro Grouptaken as a whole; 2.8 since 31 March 2007, and except as disclosed in the InterimResults or as publicly announced to a Regulatory Information Service by or onbehalf of Expro or as fairly disclosed by Expro to Umbrellastream before thedate of this announcement, Umbrellastream not having discovered: (i) that any financial, business or other informationconcerning the Wider Expro Group publicly disclosed or disclosed to any memberof the Wider Umbrellastream Group at any time by or on behalf of any member ofthe Wider Expro Group which is material in the context of the Scheme ismisleading, contains a misrepresentation of fact or omits to state a factnecessary to make that information not misleading and which was not subsequentlycorrected before the date of this announcement by disclosure either publicly orotherwise to any member of the Wider Umbrellastream Group to an extent that ismaterial in the context of the Scheme or the Wider Expro Group taken as a whole;or (ii) that any member of the Wider Expro Group is subject toany liability, contingent or otherwise, which is not disclosed in the AnnualReport and Accounts of Expro or has not been publicly disclosed or disclosed inwriting and which is material in the context of the Wider Expro Group taken as awhole; 2.9 except as disclosed in the Interim Results or as publiclyannounced to a Regulatory Information Service by or on behalf of Expro or asfairly disclosed by Expro to Umbrellastream before the date of thisannouncement, Umbrellastream not having discovered, in each case to an extentthat is material in the context of the Scheme: (i) that any past or present member of the Wider Expro Grouphas failed to comply with any applicable legislation or regulations of anyjurisdiction or any Authorisations relating to the use, storage, carriage,release, production, supply, transportation, treatment, disposal, discharge,spillage, leak or emission of any waste or hazardous substance or any substancelikely to impair the environment (including property) or harm human health orotherwise relating to environmental matters or the health and safety of humans,where such non-compliance would be likely to result in any liability (whetheractual or contingent) on the part of any member of the Wider Expro Group but inany case only to the extent such liability is or would be material in thecontext of the Wider Expro Group taken as a whole; (ii) that there has been a disposal, discharge, spillage,accumulation, leak, emission, release or the migration, production, supply,treatment, storage, transport or use of any waste or hazardous substance or anysubstance likely to impair the environment (including any property) or harmhuman health which (whether or not giving rise to non-compliance with any law orregulation) would be likely to result in any liability (whether actual orcontingent) on the part of any member of the Wider Expro Group but in any caseonly to the extent such liability is or would be material in the context of theWider Expro Group taken as a whole; (iii) that there is or would be any liability (whether actualor contingent) on the part of any member of the Wide Expro Group to remediate orclean up soil or groundwater contamination in relation to any property or assetcurrently or previously owned, occupied or made use of by any past or presentmember of the Wider Expro Group (or on its behalf), or in which any such membermay have or previously have had or be deemed to have had an interest, under anyenvironmental legislation, common law, regulation, notice, circular,Authorisation, or other legally binding requirement or order of any Third Partyor to contribute to the cost thereof or associated therewith or indemnify anyperson in relation thereto but in any case only to the extent such liability isor would be material in the context of the Wider Expro Group taken as a whole; (iv) that circumstances exist (whether as a result of themaking of the Scheme or otherwise): (1) which would be likely to lead to any Third Party instituting,commissioning, requiring or undertaking; or (2) whereby any member of the Wider Expro Group or any present or pastmember of the Wider Expro Group would be likely to be legally required toinstitute, commission, require or undertake, an environmental audit, investigation or report or take any other steps whichwould in each case would be likely to result in liability (whether actual orcontingent) on the part of any member of the Wider Expro Group to improve,modify existing or install new plant, machinery or equipment or carry outchanges in the processes currently carried out or make good, remediate, repair,re-instate or clean up any land or other asset currently or previously owned,occupied or made use of by any past or present member of the Wider Expro Group(or on its behalf) or by any person for which a member of the Wider Expro Groupis or has been responsible, or in which any such member may have or previouslyhave had or be deemed to have had an interest but in any case only to the extentsuch liability is or would be material in the context of the Wider Expro Grouptaken as a whole; or (v) that circumstances exist whereby any Third Party has avalid right to any claim or claims in respect of any product or process ofmanufacture or materials or machinery used therein currently or previouslymanufactured, sold, used, operated or carried out by any past or present memberof the Wider Expro Group where such claim or claims would be likely to result ina liability on the part of any member of the Wider Expro Group but in any caseonly to the extent such liability is or would be material in the context of theWider Expro Group taken as a whole. Subject to the requirements of the Panel, Umbrellastream reserves the right towaive all or any of the above conditions, in whole or in part, except those inparagraph 1 above which are required under applicable law. The conditions in paragraph 2 above must be fulfilled, be determined byUmbrellastream to be or remain satisfied or (if capable of waiver) be waived by11.59 pm on the date immediately preceding the date of the hearing to sanctionthe Scheme, failing which the Acquisition will lapse. Subject to therequirements of the Panel, Umbrellastream shall be under no obligation to waive(if capable of waiver), to determine to be or remain satisfied or treat asfulfilled any of the conditions in paragraph 2 above by the date specifiedabove, notwithstanding that the other conditions of the Acquisition may at anearlier date have been waived or fulfilled and that there are, at such earlierdate, no circumstances indicating that any condition may not be capable offulfilment. If Umbrellastream is required by the Panel to make an offer for Expro Sharesunder the provisions of Rule 9 of the Takeover Code, Umbrellastream may makesuch alterations to the terms and conditions of the Scheme as are necessary tocomply with the provisions of that Rule. The Acquisition will lapse (unless otherwise agreed by the Panel) if theEuropean Commission either initiates proceedings under Article 6(1)(c) ofCouncil Regulation (EC) 139/2004 or makes a referral to a competent authority ofthe United Kingdom under Article 9(3)(b) of that Regulation and there is asubsequent reference to the UK Competition Commission, in either case before thelater of the date of the Court Meeting and the EGM. The Acquisition will be on the terms and will be subject, inter alia, toConditions 1 and 2 and those terms which will be set out in the Scheme Documentand such further terms as may be required to comply with the Listing Rules and/or the provisions of the Takeover Code. The Acquisition and Scheme will begoverned by English law and will be subject to the jurisdiction of the Courts ofEngland. 3. Certain further terms of the Acquisition Umbrellastream reserves the right to elect to implement the acquisition of theentire issued and to be issued ordinary share capital of Expro by way of atakeover offer (as defined in section 974 of the Companies Act 2006) as analternative to the Scheme. In such event, the takeover offer will beimplemented on the same terms (subject to appropriate amendments), so far asapplicable, as those which would apply to the Scheme. In particular, Condition 1would not apply, however, the Offer would be subject to the following furthercondition: "valid acceptances being received (and not, where permitted, withdrawn) by notlater than 3.00 p.m. (London time) on the first closing date of the Offer (orsuch later time(s) and/or date(s) as Umbrellastream, may, subject to the rulesof the Takeover Code or with the consent of the Panel, decide) in respect of notless than 90 per cent. (or such lower percentage as Umbrellastream may decide orthe Panel may require) of the voting rights carried by the Expro Shares to whichthe offer relates, provided that this condition will not be satisfied unlessUmbrellastream (together with its wholly owned subsidiaries, if any) shall haveacquired or agreed to acquire (whether pursuant to the Offer or otherwise) ExproShares carrying in aggregate more than 50 per cent. of the voting rights thennormally exercisable at a general meeting of Expro." For the purposes of this condition: i. Expro Shares which have been unconditionally allotted shall be deemedto carry the voting rights they will carry upon issue; ii. Expro Shares that cease to be held in treasury are Expro Shares towhich the Offer relates; and iii. the expression "Expro Shares to which the Offer relates" shall beconstrued in accordance with Part 28 of the Companies Act 2006; The availability of the Acquisition to persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about andobserve any applicable requirements. Any Expro Shares acquired under the Acquisition will be acquired free from allliens, equities, charges, encumbrances, rights of pre-emption and otherinterests and rights and together with all rights now and hereafter attachingthereto, including voting rights and the right to receive and retain in full alldividends and other distributions and other distributions (if any) declared,made or paid on or after the date of this announcement. The Acquisition and Scheme will be governed by English law and be subject to thejurisdiction of the English courts, and to the conditions set out in thisannouncement and any further terms to be set out in the Scheme Document. APPENDIX 2 BASES AND SOURCES (a) The value attributed to the fully diluted ordinary sharecapital of Expro is based upon 110,438,345 Expro Shares in issue and 1,383,242Expro Shares which are the subject of awards under the Expro Share Schemes andfor which Expro Shares would need to be issued to satisfy such awards assumingall options and awards granted under the Expro Share Schemes are fully vestedand exercisable as at the close of business on 16 April 2008, being the lastBusiness Day prior to this announcement. (b) Unless otherwise stated, the financial information on Expro isextracted from Expro's annual report for the year ended 31 March 2007 and itsunaudited interim results for the six month period ended 30 September 2007. (c) Unless otherwise stated, all prices for Expro Shares have beenderived from the Daily Official List of the London Stock Exchange plc andrepresent Closing Prices on the relevant date. APPENDIX 3 DETAILS OF IRREVOCABLE UNDERTAKINGS 1. The following Directors of Expro have given irrevocableundertakings to vote in favour of the resolutions relating to the Scheme at theCourt Meeting and the Special Resolution at the EGM: % of issued ordinary Name Number of Shares share capital of ExproDr Chris Fay 73,614 0.07 Bob Bennett 5,000 0.00 Terence Lazenby 32,352 0.03 Graeme Coutts 200,000 0.18 Mike Speakman 80,932 0.07 Gavin Prise 11,757 0.01 John McAlister 6,076 0.01 2. The irrevocable undertakings from the Directors will onlycease to be binding on the earlier of the following occurrences: - the Scheme Document is not posted within 28 days (or such longerperiod as the Panel may agree being not more than six weeks) after the date ofthis announcement; - the Scheme lapses or is withdrawn in accordance with its termsand Umbrellastream publicly confirms that it does not intend to implement theAcquisition by way of a takeover offer or otherwise; - the Scheme has not become effective by 6.00 p.m. on 30 September2008 such later time or date as agreed between Umbrellastream and Expro, withthe consent of the Panel (if required) and the Court may allow); - a person other than Umbrellastream or a subsidiary ofUmbrellastream or any person acting in concert with Umbrellastream announces afirm intention to make an offer (in accordance with Rule 2.5 of the TakeoverCode) to acquire all the equity share capital of Expro, other than that alreadyowned by the person making the offer, on or before 11.59 p.m. on the tenthbusiness day prior to the date of the Court Meeting and EGM and that the valueof the consideration represents in the reasonable opinion of Expro's financialadviser an improvement of at least 12.5 per cent. over the value of theconsideration available under the Scheme or Offer (as applicable) as at the dateon which such firm intention to make an offer is announced; or - the Implementation Agreement between Umbrellastream and Exproterminates. 3. In aggregate, therefore the holders of 409,731 Expro Shares,representing 0.37 per cent. of the existing issued ordinary share capital ofExpro, have provided irrevocable undertakings to vote in favour of theresolutions relating to the Scheme at the Court Meeting and the SpecialResolution at the EGM. APPENDIX 4 DEFINITIONS The following definitions apply throughout this document unless the contextotherwise requires:"Acquisition" the proposed acquisition by Umbrellastream for cash of the entire issued and to be issued ordinary share capital of Expro by means of the Scheme (and other matters to be considered at the Meetings) or, should Umbrellastream so elect, by means of an Offer;"AlpInvest" AlpInvest Partners N.V.;"Annual Report and Accounts of Expro" the annual report and audited accounts of Expro for the year ended 31 March 2007;"Authorisations" authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals;"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;"Candover" Candover Partners Limited;"Capital Reduction" the reduction of Expro's share capital associated with the cancellation and extinguishing of the Scheme Shares provided for by the Scheme under section 137 of the Companies Act 1985;"certificated" or "certificated form" in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST);"Closing Price" the closing middle market quotations of a share derived from the Daily Official List of the London Stock Exchange;"Conditions" the conditions to the implementation of the Acquisition (including the Scheme) which are set out in Appendix 1 of this announcement;"Consortium" the consortium comprising Candover, Goldman Sachs Capital Partners and AlpInvest;"Consortium Member" a member of the Consortium;"Court" the High Court of Justice in England and Wales;"Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 899 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof;"CREST" the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST);"Directors" or "Board" the directors or board of the relevant entity;"Effective Date" the day on which the Scheme becomes effective in accordance with its terms;"EGM" the extraordinary general meeting of Expro Shareholders to be convened to consider and if thought fit pass, inter alia, the Special Resolution in relation to the Scheme and the Acquisition;"Euroclear" Euroclear UK & Ireland Limited;"Expro" Expro International Group PLC;"Expro's Articles" the articles of association of Expro;"Expro Group" Expro and its subsidiary undertakings and where the context permits, each of them;"Expro Group Connected Person" the members of the Expro Group and their respective directors, officers, duly authorised representatives, advisers, agents or employees;"Expro Shareholder(s)" holder(s) of Expro Shares;"Expro Shares " the ordinary shares of 10 pence each in the capital of Expro;"Expro Share Schemes" means: (a) Expro International Group Performance Share Plan 2003; (b) Expro International Group Share Matching Plan; (c) Expro International Group Senior Manager Share Plan; (d) Expro Executive Share Option Scheme 1995; (e) Expro International Group UK Sharesave Scheme 2005; (f) Expro International Group Overseas Sharesave Scheme 2005; and (g) Expro International Group Employee Stock Purchase Plan 2005;"Executive Directors" the Directors other than the Independent Directors;"FSA" Financial Services Authority;"Goldman Sachs Capital Partners" GS Capital Partners VI Offshore, L.P., GS Capital Partners VI GmbH & Co. KG, GS Capital Partners VI Employee Master Fund, L.P., GSCP VI AIV, L.P. and GS Capital Partners VI Parallel, L.P.;"Holders" a registered holder of Expro Shares, as the context shall require;"Implementation Agreement" the agreement entered into by Umbrellastream and Expro on or about the date of this announcement which sets out various matters in relation to the Acquisition;"Independent Directors" Dr Chris Fay, Mr Roger Boyes, Mr Terry Lazenby and Mr Bob Bennett;"Interim Results" the interim results of Expro for the six months ended 30 September 2007;"JPMorgan Cazenove" JPMorgan Cazenove Limited;"Listing Rules" the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name;"London Stock Exchange" London Stock Exchange plc;"Meetings" the Court Meeting and the EGM;"New Shares" new ordinary shares of 10 pence each in the capital of Expro to be issued to Umbrellastream pursuant to the Acquisition;"Offer" the takeover offer which may be made by Umbrellastream for the entire issued and to be issued ordinary share capital of Expro in accordance with paragraph 3 of Appendix 1 to this announcement;"Official List" the official list of the UK Listing Authority;"Panel" the Panel on Takeovers and Mergers;"pence" or "£" the lawful currency of the United Kingdom;"RBC Capital Markets" Royal Bank of Canada Europe Limited;"Reduction Court Order" the order of the Court under section 137 of the Companies Act 1985 confirming the Capital Reduction;"Regulatory Information Service" any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements;"Remuneration Committee" the remuneration committee of the Expro Board;"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Expro Shareholders in that jurisdiction;"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Expro and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Expro and Umbrellastream;"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006;"Scheme Document" the document containing and setting out the terms and conditions of the Scheme and the notice of the EGM;"Scheme Documentation" the Scheme Document and the accompanying form of proxy to be posted to Scheme Shareholders and others following the date of this announcement;"Scheme Record Time" 6.00 p.m. on the Business Day prior to the Effective Date;"Scheme Shareholders" Holders of Scheme Shares;"Scheme Shares" means: (a) the existing unconditionally allotted or issued Expro Shares at the date of the Scheme Document; (b) any further Expro Shares which are unconditionally allotted or issued after the date of the Scheme Document but before the Scheme Voting Record Time; and (c) any Expro Shares allotted or issued at or after the Scheme Voting Record Time and before 6.00 p.m. on the day before the date on which the Reduction Court Order is made in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than any Expro Shares beneficially owned by Umbrellastream;"Scheme Voting Record Time" 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.00 p.m. on the second day before the day of such adjourned meeting;"Special Resolution" the special resolution proposed to be passed at the EGM in connection with, inter alia, implementation of the Scheme, approval of the Capital Reduction and certain amendments to be made to the articles of association of Expro;"subsidiary", "subsidiary undertaking", shall be construed in accordance with the sections 1162"associated undertaking" and "undertaking" and Schedule 7 of the Companies Act 2006 and 736 of the Companies Act 1985;"Takeover Code" the City Code on Takeovers and Mergers;"Topco" Umbrellastream Guernsey Limited;"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland;"UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for listing under the Financial Services and Markets Act;"Umbrellastream" Umbrellastream Limited, a company incorporated under the laws of England and Wales (registered number 6417368), whose registered office is at 20 Old Bailey, London EC4M 7LN;"Umbrellastream Group" means Umbrellastream, its parent undertakings, subsidiaries and subsidiary undertakings of such parent undertakings, and where the context permits, each of them;"US Exchange Act" the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder;"Wider Umbrellastream Group" means the Consortium, any person acting in concert with any member of the Consortium, the Umbrellastream Group and its associated undertakings and any other body corporate, partnership, joint venture or person in which Umbrellastream and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent; and"Wider Expro Group" Expro and associated undertakings and any other body corporate, partnership, joint venture or person in which the Expro and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent. All times referred to in this announcement are references to London time unlessotherwise stated. This information is provided by RNS The company news service from the London Stock Exchange
- Home
- Share Prices
- AQSE Share Prices
- Euronext
- Stock Screeners
- Share Chat
- FX
- News & RNS
- Events
- Media
- Trading Brokers
- Finance Tools
- Members
Latest Share Chat
Engage Xr Regulatory News (EXR)
EXR Share
Price
EXR Share
News
EXR Share
Chat
EXR Share
Trades1
EXR
Live RNS
EXR Share
Charts
EXR Level 2
Console
EXR Live
Share Price
EXR Broker
Ratings
EXR Directors
Deals
EXR Financial
Diary
EXR
Fundamentals
EXR Short
Positions
EXR
Media
Engage Xr Information
Share Price Information for Engage Xr (EXR)
Share Price is delayed by 15 minutes
Get Live Data
Share Price:
1.625
Bid:
1.55
Ask:
1.70
Change:
0.00 (0.00%)
Spread:
0.15 (9.677%)
Open:
1.625
High:
1.625
Low:
1.625
Prev. Close:
1.625
Last checked at -
Watchlists are a member only feature
Login to your account
Don't have an account? Click here to register.Recommended Offer for Expro
Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.
To access our Live RNS you must confirm you are a private investor by using the button below.