Thursday, December 3, 2009, Aberdeen. Expro, a leading international oil services company, announced today that it intends to offer US$1.35 billion principal amount of senior secured notes in a private offering pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933. The notes will be issued by a financing vehicle, Expro Finance Luxembourg S.C.A., and will be guaranteed by Expro Holdings UK3 Limited (“Expro”) and certain of Expro’s subsidiaries. The offer is expected to be made in the United States solely to qualified institutional buyers and, outside the United States, solely to eligible institutions. The offering is expected to be completed in December. The proceeds of the offering will be used to refinance Expro’s existing senior secured loans.
This announcement is for informational purposes only. It does not constitute a solicitation to buy any notes or an offer to sell the notes or any other securities. No offer or sale of notes shall be made in any jurisdiction where such an offer or sale would be unlawful.
About Expro
Expro’s business is well flow management. Expro is a leading provider of services and products that measure, improve, control and process flow from high-value oil and gas wells. Through our global and regional operations, we offer our customers the expertise and reliability borne of years of experience in the industry.
Expro has grown rapidly in recent years, both organically and through strategic acquisitions, to become a leading player in the global market place. Expro employs more than 4,300 people in 50 countries through a regional operational structure. Expro is supported by product centres in Europe and North America and a corporate office in the UK.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such statements reflect the current views and assumptions with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors that could cause the actual results to differ materially from those expressed or implied in such forward-looking statements, include, but are not limited to changes in general economic and business conditions.
This press release is not an offer of securities for sale in the United States. The notes will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States absent an applicable exemption from such registration requirements. Any offer of securities in the United States would be made by means of an offering memorandum that could be obtained from the issuer and that would contain detailed information about the issuer, Expro and its subsidiaries and their management as well as financial statements.
This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
Expro announces notes offering
NOT FOR DISTRIBUTION IN THE UNITED STATES
EXPRO ANNOUNCES NOTES OFFERING
Thursday, December 3, 2009, Aberdeen. Expro, a leading international oil services company, announced today that it intends to offer US$1.35 billion principal amount of senior secured notes in a private offering pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933. The notes will be issued by a financing vehicle, Expro Finance Luxembourg S.C.A., and will be guaranteed by Expro Holdings UK3 Limited (“Expro”) and certain of Expro’s subsidiaries. The offer is expected to be made in the United States solely to qualified institutional buyers and, outside the United States, solely to eligible institutions. The offering is expected to be completed in December. The proceeds of the offering will be used to refinance Expro’s existing senior secured loans.
This announcement is for informational purposes only. It does not constitute a solicitation to buy any notes or an offer to sell the notes or any other securities. No offer or sale of notes shall be made in any jurisdiction where such an offer or sale would be unlawful.
About Expro
Expro’s business is well flow management. Expro is a leading provider of services and products that measure, improve, control and process flow from high-value oil and gas wells. Through our global and regional operations, we offer our customers the expertise and reliability borne of years of experience in the industry.
Expro has grown rapidly in recent years, both organically and through strategic acquisitions, to become a leading player in the global market place. Expro employs more than 4,300 people in 50 countries through a regional operational structure. Expro is supported by product centres in Europe and North America and a corporate office in the UK.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such statements reflect the current views and assumptions with respect to future events and are subject to risks and uncertainties. Many factors could cause the actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors that could cause the actual results to differ materially from those expressed or implied in such forward-looking statements, include, but are not limited to changes in general economic and business conditions.
This press release is not an offer of securities for sale in the United States. The notes will not be registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States absent an applicable exemption from such registration requirements. Any offer of securities in the United States would be made by means of an offering memorandum that could be obtained from the issuer and that would contain detailed information about the issuer, Expro and its subsidiaries and their management as well as financial statements.
This announcement is directed only at persons who (i) are outside the United Kingdom or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons.
STABILISATION/FSA