Enteq Tech Regulatory News (NTQ)

The information contained in this announcement is restricted and is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into Canada, Japan, the United States of America, the Republic of Ireland, THE REPUBLIC OF SOUTH AFRICA or Australia or any other jurisdiction in which the same would be unlawful.

This announcement is not a prospectus or admission document. Investors should not subscribe for or purchase any shares referred to in this announcement EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE ADMISSION DOCUMENT EXPECTED TO BE PUBLISHED by the company TODAY.

ALL DEFINED TERMS ARE SET OUT AT THE END OF THIS ANNOUNCEMENT

30 April 2012

Enteq Upstream plc ("Enteq" or the "Company")

Acquisition, Placing and Admission

Enteq Upstream plc, the oil & gas field services company, is pleased to announce that it has conditionally agreed to acquire substantially all of the operating assets and assume certain liabilities of XXT Incorporated ("XXT"), a privately owned oil & gas field technology company providing specialised Measurement While Drilling (MWD) solutions.

In addition, the Company is today announcing that Investec Bank plc ("Investec") on behalf of Enteq has conditionally placed 42,000,000 new Ordinary Shares at a price of 100 pence per share (the "Placing Shares") raising £42.0 million (approximately $68.0 million) (approximately £40.2 million net of expenses) (the "Placing").

Highlights

Acquisition

·; Conditional acquisition of XXT for an initial consideration of approximately $46.1 million (approximately £28.5 million)

o Cash consideration on completion of approximately $43.1 million (approximately £26.6 million)

o New shares in Enteq to be issued to the XXT Founders to the value of $3.0 million (approximately £1.9 million)

·; The acquisition provides Enteq with entry to a large and growing sector of the directional and horizontal drilling market

·; XXT's business strategy is to design, manufacture and sell high quality downhole electronic equipment and MWD system products which are used by service providers to the oil & gas industry

·; XXT is a cash generative business focused primarily on customers in North America

·; XXT's technology is aligned with the Enteq management team's previous experience

·; Additional acquisition discussions are currently ongoing

Placing

·; Gross proceeds of £42.0 million (approximately $68.0 million) (approximately £40.2 million net of expenses) through a conditional placing of new Ordinary Shares at a price of 100 pence per new Ordinary Share

·; The Placing Shares will represent approximately 71.3 per cent. of the Enlarged Issued Share Capital

·; The Placing has been fully underwritten by Investec

·; It is expected that Admission will become effective and dealings in the Enlarged Issued Share Capital will commence on AIM on 18 May 2012. The expected timetable of principal events is set out at the end of this announcement.

Martin Perry, Chief Executive Officer of Enteq, commented:

"We are delighted to announce the conditional acquisition of XXT, which matches well with the type of business we described as our ideal target when we listed on AIM last year."

"XXT is a profitable business with products that are designed to provide enhanced capabilities for MWD operations in the hostile environments experienced in directional drilling. This is a sector that we understand well and we look forward to working with the XXT team to build further on their success."

"We intend to continue to grow XXT organically and in addition we are in active discussions with similar companies in this upstream sector. This is our first step in building an oil & gas field services technology business of scale with global coverage. We look forward to providing further updates in due course."

Where relevant in this announcement, unless otherwise stated, US dollar amounts have been converted into GBP at an exchange rate of $1.62:£1 (being the closing mid-point exchange rate as published by the Bank of England on 27 April 2012 (being the latest practicable date prior to the publication of this announcement).

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This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These statements relate to, among other things, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Enlarged Group's future prospects, developments and business strategies. These forward-looking statements can be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" or the negative of those variations, or comparable expressions, including references to assumptions. The forward-looking statements in this announcement, including statements concerning projections of the Enlarged Group's future results, operations, profits and earnings, are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Enlarged Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this announcement.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of its affiliates, directors, officers, employees, advisers or agents as to or in relation to, the accuracy, completeness or fairness of the information or opinions contained in this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Investec, which is authorised and regulated by the FSA, is acting exclusively for Enteq solely in connection with the Acquisition and the Placing and for no one else and will not be responsible to anyone other than Enteq for providing the protections afforded to the customers of Investec or for providing advice in relation to the Acquisition and the Placing or any other matter referred to in this announcement.

The distribution of this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, Ireland or South Africa or in any jurisdiction in which such offer or solicitation would be unlawful and should not be relied upon in connection with any decision, or as any inducement, to subscribe for or acquire any new Ordinary Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States. No public offer of securities is being made in the United Kingdom or elsewhere.

This announcement is not an offer of securities for sale or a solicitation of any offer to purchase securities in the United States. Placing Shares may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "US Securities Act") or an exemption therefrom. The Company has not and does not intend to register any securities under the US Securities Act and does not intend to offer any securities to the public in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted. The Placing Shares have not been and will not be registered with any regulatory authority of any state within the United States.

The following text has been extracted from the admission document which will be sent to Shareholders today:

Introduction

The Company announced today that it has conditionally agreed to acquire substantially all of the operating assets and assume certain liabilities of XXT, the principal terms of which are set out below. The initial consideration payable on completion of the Acquisition will be satisfied by approximately $43.1 million in cash (being approximately £26.6 million) (of which $4.0 million shall be paid into an escrow account) and $3.0 million by the issue, credited as fully paid, of the Consideration Shares. In addition, a maximum deferred consideration of up to $8.0 million is payable in two instalments in respect of the 24 months following the completion of the Acquisition, subject to adjustment in accordance with the terms of the Asset Purchase Agreement. The maximum aggregate consideration for the Acquisition is approximately $54.1 million (being approximately £33.4 million).

The Company has also announced today that it has conditionally raised £42.0 million (before expenses) by way of a placing of 42,000,000 new Ordinary Shares at a price of 100 pence per share. Application will be made for admission of the Enlarged Issued Share Capital to trading on AIM. Subject to the approval of the Resolutions, it is expected that Admission will become effective and dealings in the Enlarged Issued Share Capital will commence on AIM on 18 May 2012. The Placing has been fully underwritten by Investec.

In view of the size of the Acquisition in relation to the Company, the Acquisition constitutes a reverse takeover under the AIM Rules for Companies. As such, the Acquisition is subject to the approval of Shareholders, which is being sought at the General Meeting to be held at 11.00 a.m. on 17 May 2012. Should Shareholder approval be granted, admission of the Existing Ordinary Shares to trading on AIM will be cancelled and the Enlarged Issued Share Capital will be admitted to trading on AIM. Subject to Shareholder approval and the satisfaction of the other conditions relating to the Acquisition, completion of the Acquisition is expected to take place on 18 May 2012, the expected date of Admission. The Placing is conditional, inter alia, upon the passing of the Resolutions, the Asset Purchase Agreement having become unconditional in all respects (save for Admission) and Admission having occurred.

Overview of Enteq

Enteq was admitted to trading to AIM on 1 July 2011, having raised approximately £15.0 million (before expenses) from the Directors, institutional and other investors. The Company was created with the intention of acquiring and consolidating companies providing specialist reach & recovery products and technologies to the international upstream oil & gas services market. The global oil & gas field market is estimated to be worth $340 billion (2011: $308 billion), within this market, it has been, and continues to be Enteq's intention to focus on the following sub-sectors (Source: Spears Report):

·; geophysical equipment and services (market size estimated in excess of $14.5 billion in 2012);

·; wireline logging (market size estimated in excess of $13.1 billion in 2012); and

·; downhole drilling tools (market size estimated at approximately $3.9 billion in 2012).

Information on XXT

Overview

XXT is an engineering business which has developed products to enhance the capabilities of measurement while drilling (MWD) systems. These technical products are sold to directional drilling oil & gas services companies, principally in North America.

The products that XXT designs and manufactures assist with providing data during drilling operations relating to the position of the drill bit in addition to other parameters. This data assists the drilling operator to orient the well and improve drilling efficiency.

The business is located in Santa Clara, California and is led by two of its founders, Larry Bulduc and Henry More. Engineering capabilities include mechanical, electronic, software and firmware development.

Key members of XXT's management team

·; Henry More (Founder, President and CFO), over 30 years of experience in the downhole equipment market, previous experience with Exploration Logging (now Baker Hughes, Inc.), Develco and QSI; and

·; Larry Bulduc (Founder and Vice President of Software Development), over 25 years of experience in developing electronic hardware and firmware for downhole equipment, previous experience with Develco and QSI.

Summary financial information on XXT

The financial information set out below has been extracted without material adjustment from the Historical Financial Information of XXT:

Following completion of the Acquisition, the Directors intend to implement a new remuneration structure for certain key employees of XXT which will amount in aggregate to $1,036,000 per annum and to terminate certain of XXT's royalty arrangements.

Had the proposed remuneration structure been in place for the year ended 31 December 2011 and the royalty arrangements terminated on 1 January 2011, the Directors estimate that XXT's unaudited pro forma EBITDA for the year ended 31 December 2011 would have been approximately $8.9 million.

The MWD market

It is estimated that the value of the directional drilling services market was approximately $11.4 billion at the end of 2011 and is forecast to grow to in excess of approximately $13.0 billion in 2012. The four major oil & gas field services companies (Schlumberger Limited, Halliburton Company, Baker Hughes, Inc. and Weatherford International Limited) are a dominant presence in the market. However independent directional companies, which are Enteq's intended target customer base, had an approximate 25 per cent. market share of this market at the end of 2011, the highest in more than 10 years (Source: Spears Report). Approximately 44 per cent. of the global directional services market is in North America (Source: Spears Report).

In order to provide non-vertical drilling services to oil & gas operators, each services company is required to own or have access to MWD equipment. The major integrated oil & gas service companies typically have in-house design and manufacturing facilities but most smaller and regional directional drilling specialist companies rely on third party suppliers, such as XXT, for some or all of this highly technical equipment. The Directors believe that demand amongst these independent companies to drill productive and economic wells will remain strong.

The supply of MWD equipment is a significant part of the downhole drilling tools market which is valued at approximately $3.9bn in 2012 (Source: Spears Report).

Background to and reasons for the Acquisition

Enteq's strategy is to acquire and consolidate companies providing specialist reach & recovery products and technologies to the upstream oil & gas services market. The Directors are attracted to this market since they believe that by applying their expertise, experience and relationships in the reach & recovery products and technologies market, significant shareholder value can be created.

The Directors believe that XXT has a specialist product set which is supported by strong technical and industry knowledge. As a result of this, the Directors believe that XXT presents the first step in executing Enteq's acquisition strategy, providing a high technology market entry point from which to expand its customer base, geographic reach and product portfolio lines.

The Acquisition will be made via a newly formed indirectly wholly-owned US subsidiary of the Company, Opco.

Principal terms of the Acquisition

Opco has conditionally agreed to acquire, pursuant to the terms of the Asset Purchase Agreement, substantially all of the operating assets and assume certain liabilities of XXT including those liabilities not expressly retained by XXT.

Subject to a post-closing working capital adjustment on customary terms, the maximum aggregate consideration for the acquisition is $54.1 million (being approximately £33.4 million) to be satisfied by (a) an initial payment of (i) $43.1 million in cash (the "Cash Consideration") and (ii) $3.0 million by the issue of the Consideration Shares to the XXT Founders, credited as fully paid, and (b) if earned, a deferred payment of up to $8.0 million based on the satisfaction of certain performance conditions in the two years following completion.

The number of Consideration Shares has been calculated by using an issue price of 100 pence and a US dollar-to-Sterling exchange rate of 1.62. The Cash Consideration includes the sum of $4.0 million which will be retained by the Escrow Agent and held in an escrow account until 18 months after completion of the Acquisition, unless any indemnity claims against XXT or the XXT Shareholders are pending at that time.

The deferred payment is split into two tranches. The first payment of up to $4.0 million, if earned, is payable within approximately 90 days after the first anniversary of the completion of the Acquisition. The second payment of up to $4.0 million, if earned, is payable within approximately 90 days after the second anniversary of the completion of the Acquisition. The amount of each deferred payment depends on sales by Opco of certain products designed by XXT.

The Consideration Shares represent approximately 3.1 per cent. of the Enlarged Issued Share Capital and will rank equally in all respects with the Existing Ordinary Shares and the Placing Shares.

The Acquisition is subject to a number of conditions, including (a) the passing of the Resolutions, (b) the Placing Agreement not being terminated and becoming unconditional in all respects and (c) closing of the Acquisition.

Opco has taken out buyer-side representation and warranty insurance in connection with the Acquisition. Under the terms of the Insurance Policy, Opco is covered for certain losses under the Asset Purchase Agreement in excess of the retention amount up to a maximum liability of $25.0 million.

Lock-In Deed

Each of the XXT Founders will severally agree pursuant to the terms of the Lock-In Deed, for a period of 12 months from Admission, that he will not, subject to certain exceptions, dispose of any of the Consideration Shares to which he is entitled pursuant to the Asset Purchase Agreement. In addition, the XXT Founders will agree for a further 12 months that they will only be permitted, subject to certain exceptions, to dispose of up to one third of the Consideration Shares to which they are entitled and at the end of the period all of the Consideration Shares will be free to be traded without restriction, save that in each case any of the Consideration Shares to be sold prior to the expiry of the second anniversary of Admission, will be sold through the Company's broker from time to time.

Details of the Placing

Under the terms of the Placing Agreement, Investec has conditionally placed, as placing agent for the Company, 42,000,000 Placing Shares at the Placing Price with institutional shareholders and other investors, including certain Directors. The Placing Shares will represent approximately 71.3 per cent. of the Enlarged Issued Share Capital. The Placing as a whole will raise proceeds of £42.0 million (approximately $68.0 million), before expenses and approximately £40.2 million net of expenses (approximately $65.1 million). The Placing has been fully underwritten by Investec.

The Placing is conditional, inter alia, upon the passing of the Resolutions, the Asset Purchase Agreement having become unconditional in all respects (save for Admission) and Admission having occurred by no later than 18 May 2012 (or such time as the Company may agree with Investec, being no later than 31 May 2012). The Placing Agreement contains provisions (including customary market related provisions) entitling Investec to terminate the Placing Agreement at any time prior to Admission in certain circumstances.

The Placing Price of 100 pence represents a discount of approximately 1.5 per cent. to the middle market price of 101.5p per Ordinary Share at the close of business on 27 April 2012, being the latest practicable date prior to the date of this announcement.

The Placing Shares and the Consideration Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and other distributions thereafter declared, made or paid in respect of the issued ordinary share capital of the Company.

Pursuant to the Placing, certain Directors have agreed to subscribe for a combined total of 112,500 Placing Shares at the Placing Price. Further details on the Directors interests in the Ordinary Shares are set out below:

Use of proceeds

The proceeds of the Placing will be used, inter alia, to pay the total cash consideration pursuant to the Asset Purchase Agreement and to provide additional funds for future acquisitions and for general corporate purposes.

Current trading and prospects

XXT Business

XXT is trading in line with the Board's expectations. The Directors believe that the market remains stable and demand for XXT's products remains robust.

Enteq

Enteq does not currently have an operating business, and the main costs associated with the business are its head office costs. As a result, since publication of Enteq's unaudited interim financial results in November 2011, the Company has continued to pay these costs leading to a decrease in the Company's level of cash and net assets. Net cash as at 29 February 2012 was approximately $21.1 million. From admission to trading in July 2011 to 29 February 2012, Enteq has paid approximately $0.3 million in transaction related expenses and approximately $1.3 million in net overheads.

General Meeting

A notice has today been sent to Shareholders convening the General Meeting, which is to be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 11.00 a.m. on 17 May 2012, at which the following Resolutions will be proposed to:

·; Resolution 1 (ordinary resolution): approve the Acquisition;

·; Resolution 2 (ordinary resolution): authorise the Directors pursuant to allot new Ordinary Shares; and

·; Resolution 3 (special resolution): disapply the statutory pre-emption rights in connection with the allotment of the new Ordinary Shares.

Resolution 2 is conditional on the passing of Resolution 1; and Resolution 3 is conditional on the passing of Resolutions 1 and 2. If Shareholders approve all the Resolutions, the Company will be readmitted to trading on AIM as a new applicant on the first business day after the General Meeting. If Shareholder approval is not given to one or more of the Resolutions, trading in the Existing Ordinary Shares will continue as normal.

Admission and settlement

Application will be made to the London Stock Exchange for the Enlarged Issued Share Capital to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 18 May 2012.

Action to be taken

Whether or not Shareholders intend to be present at the General Meeting, they are asked to complete the Form of Proxy in accordance with the instructions printed on it so as to be received by the Company's registrars, Computershare Investor Services, as soon as possible but in any event not later than 11.00 a.m. on 15 May 2012. Completion of the Form of Proxy will not preclude a Shareholder from attending and voting in person at the General Meeting should they so wish.

Recommendation

The Directors consider the Acquisition and the Placing to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they have irrevocably undertaken to do or procure to be done in respect of their own beneficial holdings which amount, in aggregate, to 1,250,200 Ordinary Shares, representing approximately 8.3 per cent. of the Existing Ordinary Shares.

Admission Document

The admission document setting out details of the proposals and including a notice of the General Meeting, accompanied by the Form of Proxy, will be posted to Shareholders today. Copies of the admission document will be available to the public free of charge from today at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and will remain available for at least one month after Admission. A copy of the admission document will also be available from the Company's website at www.enteq.com

Expected timetable of principal events

Definitions

The following definitions apply to this announcement, unless the context otherwise requires:

Technical Glossary

The following definitions apply to this announcement, unless the context otherwise requires: