Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2023

Expro Group Holdings N.V.

(Exact name of Registrant as Specified in Its Charter)

The Netherlands

001-36053

98-1107145

(State or Other Jurisdiction

of Incorporation )

(Commission

File Number)

(IRS Employer

Identification No.)

1311 Broadfield Blvd., Suite 400

Houston, TX

77084

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 463-9776

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, €0.06 nominal value

XPRO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

The opinion of Van Campen Liem (Liem & Partners N.V.), which is filed as Exhibit 5.1 to this Current Report on Form 8-K, was issued in connection with the filing by Expro Group Holdings N.V. of the prospectus supplement filed with the U.S. Securities and Exchange Commission on November 16, 2023, forming part of the registration statement on Form S-3 (File No. 333-269193).

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

5.1		Opinion of Van Campen Liem (Liem & Partners N.V.).

23.1		Consent of Van Campen Liem (Liem & Partners N.V.) (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: November 16, 2023

	EXPRO GROUP HOLDINGS N.V.

	By:	/s/ John McAlister
		John McAlister
		General Counsel and Secretary

Exhibit 5.1

J.J. Viottastraat 52

1071 JT Amsterdam

The Netherlands

T +31 20 760 16 00

info@vancampenliem.com

www.vancampenliem.com

To:

Expro Group Holdings N.V.

Mastenmakersweg 1

1786PB Den Helder

The Netherlands

November 16, 2023

Re:

Expro Group Holdings N.V. – Form 8-K (exhibit 5.1)

Dear Sirs,

You have requested us to render an opinion on matters of Dutch law in relation to the offering (the “Offering”) for resale by PRT Partners, LLC of up to an aggregate of 1,844,435 common shares (the “Shares” and each a “Share”) each with a nominal value of six eurocents (EUR 0,06) in the capital of Expro Group Holdings N.V. (the “Company”), pursuant to a prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2023, forming part of the registration statement on Form S-3 (File No. 333-269193) (the “Registration Statement”), as referred to in the relevant Current Report on Form 8-K filed with the SEC by the Company (the “Form 8-K”);

1.	Scope of Opinion

This opinion is given only with respect to Dutch law in force at the date of this opinion letter as applied by the Dutch courts. It (including all terms used in it) to be construed in accordance with Dutch law. No opinion is expressed or implied as to the laws of any other jurisdiction.

LOGO

Van Campen Liem is the joint trade name of Liem & Partners N.V. and Van Campen & Partners N.V.

Liem & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54787882.

Van Campen & Partners N.V. has its statutory seat at Amsterdam, the Netherlands, and is registered with the Trade Register under number 54033500.


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2.	Documents Examined

For the purposes of rendering this opinion, we have examined copies of the following documents:

the Registration Statement;

the prospectus dated January 12, 2023 and the prospectus supplement dated November 16, 2023 with respect to the Registration Statement;

the share issue deed of the Company, dated October 1, 2023;

any originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this opinion;

the notarial deed of incorporation of the Company, executed on 1 February 2006, before Tjien Hauw Liem Esq., civil law notary practicing in Amsterdam (the “Incorporation Deed”);

the notarial deed of amendment of the articles of association of the Company, executed on October 1, 2021 before Paul Cornelis Simon van der Bijl Esq., civil law notary practicing in Amsterdam, which includes the articles of association of the Company as currently in force;

the excerpt dated as per November 16, 2023 in relation to the registration of the Company at the Dutch trade register (the “Trade Register”) under file number 34241787 (the “Excerpt”);

the Form 8-K;

as well as any further documents as we have deemed necessary.

3.	Assumptions

For the purpose of rendering this opinion we have assumed:

Each copy conforms to the original and each original is genuine and complete;

Each signature is the genuine signature of the individual concerned; and

The Form 8-K has been or will have been filed with the SEC in the form referred to in this opinion.


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4.	Opinion

Based upon the foregoing (including the assumptions set forth above) and subject to the qualifications set forth herein and subject to any facts, circumstances, events or documents not disclosed to us in the course of our examination referred to above, we are, at the date hereof, of the opinion that:

the Shares are validly issued, fully paid and non-assessable.

5.	Qualifications

In this opinion, the term “non-assessable” – which term has no equivalent in Dutch – means, in relation to a Share, that (i) the Company has no right to require the holder of the Share to pay the Company any amount (in addition to the amount required for the Shares to be fully paid) and (ii) the holder of the Share will have no payment obligations to the creditors of the Company, in each case solely as a result of his shareholder ownership.

The opinions expressed herein may be affected or limited by (a) the general defenses available to obligors under the laws of the Netherlands in respect of the validity and enforceability of agreements and (b) the provisions of any applicable bankruptcy (faillissement), insolvency, fraudulent conveyance (actio pauliana), reorganization, moratorium of payment (surseance van betaling) and other or similar laws of general application (including but not limited to the 1977 Sanction Act (Sanctiewet 1977) now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

6.	Miscellaneous

This opinion expresses and describes Dutch legal concepts in English and not in their original Dutch terms; these concepts may not be identical to the concepts described by the English translations; this opinion may therefore be relied upon only on the express condition that it shall be governed by and that all words and expressions used herein shall be construed and interpreted in accordance with the laws of the Netherlands.

This opinion is an exhibit to the Form 8-K and may be relied upon only for the purpose of the Offering.

This opinion is solely rendered by Liem & Partners N.V. being the sole entity responsible for this opinion, with the exclusion of any of its officers, employees, legal professionals and affiliates. Any liability of Liem & Partners N.V. pursuant to this opinion shall be limited to the amount covered by its liability insurance.


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In issuing this opinion we do not assume any obligations to notify or to inform you of any developments subsequent to its date that might render its contents untrue or inaccurate in whole or in part of such time.

This opinion is strictly limited to the matters stated herein and may not read as extending by implication to any matters not specifically referred to. Nothing in this opinion should be taken as expressing an opinion in respect of any document examined in connection with this opinion except as expressly confirmed herein.

We hereby consent the Company (the “Consents”) to:

file this opinion with the SEC as Exhibit 5.1 to the Form 8-K; and

refer to Van Campen Liem (Liem & Partners N.V.) under the heading “Item 8.01. Other Events,” and to Van Campen Liem (Liem & Partners N.V.) giving this opinion under the heading “Item 9.01. Financial Statements and Exhibits,” in the Form 8-K.

Yours sincerely,

/s/ Edwin Liem

Edwin Liem

Van Campen Liem / Liem & Partners N.V.

Document and Entity Information	Nov. 16, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001575828
Document Type	8-K
Document Period End Date	Nov. 16, 2023
Entity Registrant Name	Expro Group Holdings N.V.
Entity Incorporation State Country Code	P7
Entity File Number	001-36053
Entity Tax Identification Number	98-1107145
Entity Address, Address Line One	1311 Broadfield Blvd.
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77084
City Area Code	(713)
Local Phone Number	463-9776
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, €0.06 nominal value
Trading Symbol	XPRO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false