Last checked at 9 Jun 2008 14:29
Expro International Group plc
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
For Immediate Release
9 June 2008
Results of Court Meeting and EGM
On 23 May 2008, Umbrellastream and the Independent Directors of Expro announced that they had reached agreement on the terms of a recommended revised offer of 1550 pence per Expro Share for the entire issued and to be issued share capital of Expro by Umbrellastream (the "Revised Offer"), to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
Expro announces that the Court Meeting and the EGM convened in relation to the Acquisition, which were held earlier today, have both concluded successfully. All resolutions proposed, as set out in the notices of each meeting included in the Scheme Document dated 9 May 2008 and, in the case of the resolution proposed at the Court Meeting only, modified to reflect the Revised Offer, received the necessary majorities and were accordingly approved. A summary of the voting results is set out below.
Completion of the Acquisition remains subject to the satisfaction of or, if appropriate, waiver of the remaining conditions to the Acquisition as set out in the Scheme Document, which include, among other things, the sanction of the Scheme by the Court.
Copies of the resolutions passed at the EGM are displayed on Expro's website www.exprogroup.com and are also available for inspection at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS.
Unless the context otherwise requires, terms defined in the announcement issued by Umbrellastream and the Independent Directors of Expro on 17 April 2008 have the same meaning in this announcement.
Voting results
The voting results in relation to the Court Meeting and the EGM are summarised below:
Court Meeting
Resolution to approve the Scheme
Number of Expro Shareholders casting votes:
FOR: 40,781,546 AGAINST: 3,887,260
representing the following number of votes:
FOR: 91.3 AGAINST: 8.7 (%) (%)
EGM
Special Resolution to give effect to the Scheme and to amend Expro's articles of association
Number of votes:
FOR: 78.6 AGAINST: 21.4 WITHHELD: 1,912,475 shares (%) (%)
It should be noted that a "Vote Withheld" is not a vote in law and has not been counted in the calculation of the proportions of votes "For" and "Against" the specified resolution.
Enquiries:
| JPMorgan Cazenove (financial adviser to Expro) Barry Weir Andrew Truscott Guy Marks | +44 20 7588 2828 |
| Weber Shandwick Financial (PR adviser to Expro) Nick Oborne Rachel Taylor | +44 20 7067 0700 |
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document and the supplementary circular to the Scheme Document sent to Expro Shareholders on 27 May 2008 (the "Supplementary Scheme Document"), which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document and the Supplementary Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Expro Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an offer (unless otherwise determined by Umbrellastream and the Consortium and permitted by applicable law and regulation), the offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, eߛmail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Notice to US investors in Expro: The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If, in the future, Umbrellastream exercises its right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Expro Shares to enforce their rights and any claim arising out of the US federal securities laws, since Umbrellastream and Expro are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Expro Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations for the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
JPMorgan Cazenove, which is authorised and regulated in the UK by the FSA, is acting exclusively for Expro and no one else in connection with the Acquisition and will not be responsible to anyone other than Expro for providing the protections afforded to clients of JPMorgan Cazenove or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Expro, all "dealings" in any "relevant securities" of Expro (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Scheme becomes effective in accordance with its terms, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Expro, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Expro by Umbrellastream or Expro, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.