Northern Petroleum Plc

May 28, 2009 09:00 ET

ATI Oil recommended offer update

Embargoed for release: 1400 on 28 May 2009
                                      Northern Petroleum Plc
                                   ("Northern" or the "Company")

           Recommended Offer for ATI Oil - Results of Court Meeting and General Meeting

Further to the announcement released by Northern on 29 April 2009 and the posting of the Circular,
the  Independent Northern Directors and the Independent ATI Directors are pleased to announce that
at today's Court Meeting, the required majority of Scheme Shareholders approved the Scheme without
modification.  At the subsequent General Meeting also held today, Scheme Shareholders  passed  the
proposed resolution, as set out in the notice of General Meeting dated 28 April 2009 (the "Special

The number of votes for and against the Scheme at the Court Meeting were as follows:

               Number of       Scheme Shares     Scheme Shares      Number of Scheme         Scheme            Scheme
             Scheme Shares     voted as % of     voted as % of        Shareholders      Shareholders who    Shareholders
                 voted          total Scheme      total issued           voting          voted as % of     voting as % of
                               Shares voting     Scheme Shares                            total Scheme      total Scheme
                                                                                          Shareholders      Shareholders
For           49,169,982            100              82.85                 31                 100               22.63
Against            0                 0                 0                    0                  0                  0

At the General Meeting, the Special Resolution was passed unanimously on a show of hands.

The  Scheme  and  the associated Capital Reduction will also require the subsequent  sanction  and
confirmation of the Court.

Expected Timetable of Principal Events

The  following times and dates are indicative only and will depend, amongst other things,  on  the
dates upon which the Court sanctions the Scheme and confirms the Capital Reduction and whether the
Conditions are either satisfied or, if capable of waiver, waived.

Last day of dealings in ATI Shares                22 June 2009
Scheme Record Time                                6:00 p.m. on 22 June 2009
Court hearing (to sanction the Scheme and         23 June 2009
confirm the Capital Reduction)
Effective Date                                    24 June 2009
Cancellation of trading of ATI Shares             8:00 a.m. on 24 June 2009
Latest date for dispatch of New Northern Share    8 July 2009
certificates and crediting of CREST accounts
under the Scheme

Terms and expressions used in this announcement shall have the same meanings given to them in  the
announcements released by Northern on 3 April 2009 and 29 April 2009.

For further information please contact:

Northern Petroleum Plc                                                 Tel: +44 (0) 20 7469 2900
Richard Latham, Chairman                                                                        
Graham Heard, Exploration & Technical Director                                                  
Investec (NOMAD and Financial Adviser)                                 Tel: +44 (0) 20 7597 5000
Michael Ansell / Patrick Robb / Avital Lobel                                                    
ATI Oil plc                                                            Tel: +44 (0) 20 7469 2940
Per Gunnar Loge, Chief Executive Officer                        
KBR (Financial adviser to ATI)                                         Tel: +44 (0) 20 3100 8300
Hugh Oram                                                       

The   directors  of  Northern  accept  responsibility  for  the  information  contained  in   this
announcement.  To the best of the knowledge and belief of the directors of Northern (having  taken
all  reasonable  care  to  ensure  that  such  is the case)  the  information  contained  in  this
announcement  is  in  accordance with the facts and does not omit anything likely  to  affect  the
import of such information.

This announcement will shortly be published in accordance with Rule 19.11 of the Takeover Code  on
Northern's website,, in the news section.

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% or more of any class of 'relevant securities' of the  Company  or
ATI,  all 'dealings' in any 'relevant securities' of that company (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 pm (London time) on the London business day following the date  of
the  relevant  transaction.  This requirement will continue until the  date  on  which  the  offer
becomes, or is declared, unconditional as to acceptances, 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 the Company or ATI, 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
the  Company  or  ATI by the Company or ATI, 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

'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.

Investec Investment Banking, a division of Investec Bank plc ("Investec"), which is authorised and
regulated  in  the  United  Kingdom by the FSA, is acting for Northern  and  for  no-one  else  in
connection  with the Proposals and the matters referred to in this announcement and  will  not  be
responsible  to anyone other than Northern for providing the protections afforded to customers  of
Investec or for providing advice in connection with the matters set out in this announcement.

Contact Information

  • Northern Petroleum Plc