Northern Petroleum Plc

June 23, 2009 07:45 ET

Recommended Offer for ATI Oil ? Court Sanctions Scheme of Arrangement

                                                                                      23 June 2009
                                      Northern Petroleum Plc
                                   ("Northern" or the "Company")

               Recommended Offer for ATI Oil - Court Sanctions Scheme of Arrangement

Further  to  the  announcement  released by Northern on 28  May  2009,  the  Independent  Northern
Directors and the Independent ATI Directors are pleased to announce that at today's Court hearing,
the Court sanctioned the Scheme and confirmed the Capital Reduction.

The Scheme will become effective immediately upon a copy of the Court order sanctioning the Scheme
and  confirming  the  Capital Reduction and a copy of the minute in relation thereto  having  been
delivered to the Registrar of Companies and registered by the Registrar.  This is expected to take
place on 24 June 2009.

Expected Timetable of Principal Events

The following times and dates are indicative only:

Effective Date                                                  24 June 2009
Cancellation of trading of ATI Shares                           16:30 p.m. on 24 June 2009
Latest date for despatch of New Northern Share certificates     8 July 2009
and crediting of CREST accounts under the Scheme

The New Northern Shares will now, for administrative reasons, be admitted to trading on AIM on  25
June 2009 as opposed to 24 June 2009.

Any changes to the above timetable will be announced and made available on the Company's website.

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 (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