RNS Number : 0000Y
Candover Partners & GS Cap Partners
01 July 2008
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
1 July 2008
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.
Completion of Acquisition and Scheme now effective
On 13 June 2008, Umbrellastream and the Independent Directors of Expro announced that they
had reached agreement on the terms of a
recommended revised offer of 1615 pence per Expro Share for the entire issued and to be issued
share capital of Expro by Umbrellastream, to
be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. On 26 June 2008 Expro announced
that the Court had sanctioned the Scheme to effect the Acquisition of Expro by Umbrellastream
and on 30 June 2008 Expro announced that the
Court had confirmed the Capital Reduction to effect the Acquisition of Expro by
Umbrellastream.
Umbrellastream is pleased to announce that the Acquisition has now completed and the
Scheme has now become effective.
The London Stock Exchange will cancel the trading of the Expro Shares on the London Stock
Exchange's main market for listed securities
with effect from 8.00 a.m. on 3 July 2008. The latest date for the despatch of cheques to
Scheme Shareholders and settlement through CREST
is 15 July 2008.
Unless the context otherwise requires, terms defined in the announcement dated 17 April
2008 have the same meaning in this announcement. Unless otherwise stated, all references in this announcement to times are to London time.
Enquiries:
Candover +44 20 7489 9848
John Arney
Mark Dickinson
Goldman Sachs Capital Partners +44 20 7774 1000
Richard Butland
Till Hufnagel
Goldman Sachs International +44 20 7774 1000
(financial adviser to
Umbrellastream)
Richard Campbell-Breeden
Nimesh Khiroya
Phil Raper (Corporate Broking)
RBC Capital Markets +44 20 7653 4000
(financial adviser to
Umbrellastream)
Tim Chapman
Louise Mooney
Tulchan Communications +44 20 7353 4200
(PR adviser to Umbrellastream)
Peter Hewer
Susanna Voyle
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 Scheme Document, which
contain the full terms and conditions 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. 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, e*mail 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.
Goldman Sachs International, which is authorised and regulated in the UK by the FSA, is
acting exclusively for Umbrellastream and no one
else in connection with the Acquisition and will not be responsible to anyone other than
Umbrellastream for providing the protections
afforded to clients of Goldman Sachs International or for providing advice in relation to the
Acquisition or any other matters referred to
in this announcement.
RBC Capital Markets, which is authorised and regulated in the UK by the FSA, is acting
exclusively for Umbrellastream and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Umbrellastream for providing the protections afforded to
clients of RBC Capital Markets 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPBGGDRGBGGGIB
|