ATI Oil Plc
LSE : ATIP

April 29, 2009 03:27 ET

NORTHERN PETROLEUM PLC POSTING OF SCHEME CIRCULAR


                                                   
                                                                                                      
                                                                       ISIN: GB00B04BP253/GBP/PLUS-exn
                                                                                         29 April 2009
                                                                                                      
                                                                                                      
NORTHERN PETROLEUM PLC POSTING OF SCHEME CIRCULAR

NOT  FOR  RELEASE,  PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY  JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

                                         Recommended Proposals
                                                   
                                          for the acquisition
                                                   
                                                  of
                                                   
                                              ATI Oil plc
                                                   
                                                  by
                                                   
                                        Northern Petroleum plc
                                                   
                           to be effected by way of a Scheme of Arrangement
                                                   
                                under Part 26 of the Companies Act 2006
                                                   
                                                   
                                                   
                          Posting of Scheme Circular to holders of ATI Shares
                                                   


On  3  April 2009, the Independent Northern Directors and the Independent ATI Directors announced that
they  had reached agreement on the terms of a recommended acquisition by members of the Northern Group
of  the  entire  issued and to be issued share capital of ATI not already owned  by  Northern,  to  be
implemented  by means of a court-sanctioned scheme of arrangement under Part 26 of the  Companies  Act
2006, which will include the Capital Reduction (the "Scheme").

The  Independent Northern Directors and the Independent ATI Directors are pleased to announce that the
Circular, which sets out, amongst other things, the full terms and conditions of the Proposals and  an
explanatory  statement,  together with the action to be taken by Scheme Shareholders,  was  posted  to
holders  of  ATI  Shares on 28 April 2009 outside normal business hours. Notices convening  the  Court
Meeting and the General Meeting are contained in the Circular. The Court Meeting will start at 11.00am
and  the  General Meeting will start at 11:15 am (or as soon thereafter as the preceding Court Meeting
has  been  concluded  or adjourned) on 28 May 2009 at Martin House, 5 Martin Lane,  London  EC4R  0DP.
Subject  to  the  satisfaction or waiver of the conditions of the Proposals, it is currently  expected
that  the  Proposals  will  become effective on 24 June 2009. If any of  the  expected  dates  change,
Northern  will  give  adequate notice of the change by issuing an announcement  through  a  Regulatory
Information Service.

Copies  of  the Circular are displayed on the Northern website www.northpet.com and are also available
for  inspection at the offices of Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London
EC4R 9HA.

A  circular  to  ATI Warrantholders (the "Warrantholder Circular") was also posted on  28  April  2009
outside  normal  business hours containing certain proposals to ATI Warrantholders in connection  with
the  Scheme. A notice convening a meeting of ATI Warrantholders, at which an extraordinary  resolution
(the  "Extraordinary Resolution") is proposed to seek ATI Warrantholders' consent (a) to  the  Capital
Reduction  and (b) to certain changes to the terms of the ATI Warrants, is set out in an  appendix  to
the Warrantholder Circular.

Northern  has  received, in aggregate, irrevocable commitments to vote in favour of the  Extraordinary
Resolution in respect of 5,160,000 ATI Warrants, representing approximately 70.6 per cent. of the  ATI
Shares attributable to the ATI Warrants currently in issue.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the
same meanings as given to them in the announcement of 3 April 2009.

Enquiries:

Northern

Richard Latham, Chairman                                 Tel: + 44 (0)20 7469 2900
                                                                 
Graham Heard, Exploration & Technical Director



Investec (financial adviser to Northern)

Michael Ansell                                           Tel: +44 (0)20 7597 5000
                                                         
Patrick Robb

Avital Lobel



Buchanan Communications (Analysts)

Tim Thompson                                             Tel: +44 (0)20 7466 5000
                                                         
Ben Romney                                               
                                                         


ATI

Per Gunnar Loge, Chief Executive Officer                 Tel: +44 (0)20 7469 2940
                                                         


KBR (financial adviser to ATI)                           
                                                         
Hugh Oram                                                Tel: +44 (0)20 3100 8300
                                                         


This announcement is not intended to be and does not constitute, or form part of, any offer to sell or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or  the  solicitation  of  any  vote or approval in any jurisdiction  pursuant  to  the  Proposals  or
otherwise,  nor  shall  there by any sale, issue or transfer of the securities  referred  to  in  this
announcement  in or into any jurisdiction in contravention of any applicable law.  The Proposals  will
be  made  solely  through  the  Circular, which will contain the full  terms  and  conditions  of  the
Proposals,  including  details of how to vote in respect of the Proposals.   Scheme  Shareholders  are
advised  to  read  carefully  the  formal documentation in relation  to  the  Proposals,  once  it  is
dispatched.  Any acceptance or other response to the Proposals should be made only on the basis of the
information  in  the Circular.  In deciding whether or not to approve the Scheme, Scheme  Shareholders
must  rely solely on the terms and conditions of the Proposals and the information contained, and  the
procedures described, in the Circular.

The  directors  of Northern accepts responsibility for the information contained in this announcement,
except for the information in this announcement relating to ATI, the directors of ATI and their  close
relatives  and  related trusts and other Interested Persons (as defined below) and persons  acting  in
concert  with,  and  associates of, ATI.  Subject to the foregoing, to the best of the  knowledge  and
belief  of  the directors of Northern (who have taken all reasonable care to ensure that such  is  the
case),  the information contained in this announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of that information.

The  directors of ATI accept responsibility for the information contained in this document  concerning
ATI,  themselves and their close relatives and related trusts and other Interested Persons (as defined
below)  and persons acting in concert with, and associates of, ATI.  To the best of the knowledge  and
belief  of the directors of ATI (who have taken all reasonable care to ensure that such is the  case),
the  information  contained in this announcement for which they are responsible is in accordance  with
the facts and does not omit anything likely to affect the import of that information.

The Independent ATI Directors each accept responsibility for any opinion attributed to the Independent
ATI  Directors  contained  in this announcement, including the unanimous intention  to  recommend  the
Proposals.

Investec,  which is authorised and regulated in the UK by the FSA, is acting exclusively as  financial
adviser to Northern in relation to the Proposals and the matters referred to in this announcement  and
is  not  acting  for any other person in connection with the Proposals and will not be responsible  to
anyone  other  than  Northern for providing the protections afforded to clients  of  Investec  or  for
providing advice in relation to the Proposals or any other matters referred to in this announcement.

KBR which is authorised and regulated in the UK by the FSA, is acting exclusively as financial adviser
to  ATI  and  no-one  else  in  connection with the Proposals and the  matters  referred  to  in  this
announcement and is not acting for any other person in connection with the Proposals and will  not  be
responsible to anyone other than ATI for providing the protections afforded to clients of KBR  or  for
providing advice in relation to the Proposals or any other matters referred to in this announcement.

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 UK.

Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the
Circular and/or any other related document to any jurisdiction outside the UK should inform themselves
of,  and observe, any applicable legal or regulatory requirements of their jurisdiction before  taking
any action.

FORWARD LOOKING STATEMENTS

This  announcement, including information included or incorporated by reference in this  announcement,
may   contain  "forward-looking  statements"  concerning  Northern  and  ATI.   These  forward-looking
statements can be identified by the fact that they do not relate only to historical or current  facts.
Generally,   the  words  "will",  "may",  "should",  "continue",  "believes",  "expects",   "intends",
"anticipates",  "plan",  "projects", "forecast", "estimate" or similar expressions  identify  forward-
looking  statements. The forward-looking statements involve risks and uncertainties that  could  cause
actual  results to differ materially from those expressed in the forward-looking statements.  Many  of
these risks and uncertainties relate to factors that are beyond the companies' abilities to control or
estimate  precisely, such as future market conditions and the behaviours of other market participants,
and  therefore  undue reliance should not be placed on such statements. Northern  and  ATI  assume  no
obligation  and do not intend to update these forward-looking statements, except as required  pursuant
to applicable law.

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 Northern  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 p.m. (London time) on the business day following the date  of  the  relevant
transaction.  This  requirement will continue until the date on which the Proposals become  effective,
lapse or are 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 Northern 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  ATI
or  Northern by ATI or Northern, 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.

OVERSEAS TERRITORIES

The  distribution of this announcement in jurisdictions other than England and Wales may be restricted
by  law  and therefore any persons who are subject to the laws of any jurisdiction other than  England
and Wales should inform themselves about, and observe, any applicable requirements. In particular,  no
offer will be made, directly or indirectly, in or into, or by use of the mails of, or by any means  or
instrumentality  (including, without limitation, facsimile transmission,  internet,  email,  telex  or
telephone)  of  interstate  or  foreign commerce of, or any facility of  a  national  state  or  other
securities  exchange  of a Prohibited Territory and subject to certain exceptions  no  offer  will  be
capable  of  acceptance by any such use, means instrumentality or facility from within any  Prohibited
Territories.  Copies of this announcement and any related offer documentation are not being, will  not
be, and must not be, mailed or otherwise distributed or sent in or into any Prohibited Territory.

This announcement is not intended to, and does not, constitute or form any part of an offer to sell or
an  invitation to purchase or subscribe for any securities or the solicitation of an offer to  buy  or
subscribe  for  any  securities nor shall there be any sale, issuance or transfer  of  the  securities
referred  to  in  the  announcement  in  the United States or any  jurisdiction  in  contravention  of
applicable law.

The  New  Northern  Shares have not been, and will not be, registered under the US Securities  Act  of
1933, as amended (the "Securities Act"), or under the securities laws of any state, district, province
or  other  jurisdiction of the United States, Canada, Australia, the Republic  of  South  Africa,  the
Republic  of Ireland, Japan or any other Prohibited Territory. No regulatory clearances in respect  of
the  New  Northern  Shares  have been, or will be, applied for in any state,  province,  territory  or
jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities
laws  is  applicable,  the New Northern Shares are not being, and may not be, offered,  sold,  resold,
delivered,  distributed or otherwise transferred, directly or indirectly, in or  into  any  Prohibited
Territory or to or for the account or benefit of any resident of a Prohibited Territory.

The  availability  of an offer to Scheme Shareholders who are not resident in, and  citizens  of,  the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located  or
of  which  they  are citizens. Such persons should inform themselves of, and observe,  any  applicable
legal  or  regulatory  requirements of their jurisdictions. Further details in  relation  to  overseas
shareholders will be contained in the Circular.

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 England and Wales.





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