Northern Petroleum Plc
LSE : NOP

April 21, 2009 08:00 ET

Recommended Offer for ATI Oil plc - Further Irrevocable Commitments

                                                                                     21 April 2009
                                                 
                                      Northern Petroleum Plc
                                                 
                            ("Northern" or the "Group" or the "Company")

                Recommended Offer for ATI Oil plc - Further Irrevocable Commitments

Further  to the announcement released by Northern on 3 April 2009 in accordance with rule  2.5  of
the  Takeover Code (the "2.5 Announcement") the Independent Northern Directors and the Independent
ATI  Directors are pleased to announce, in accordance with rule 8.4 of the Takeover Code, that  in
addition  to  the irrevocable undertakings referred to in the 2.5 Announcement, Northern  has  now
received  further  irrevocable commitments from the following person to  vote  in  favour  of  the
resolutions  to  be  proposed  at  the Court Meeting and the  General  Meeting  to  implement  the
Proposals:

ATI Shareholder                  Number of ATI Shares              Percentage   of  existing   ATI
                                                                   Share  Capital  (approx)   (per
                                                                   cent.)
                                                                                                  
Barry Lonsdale                              1,200,000                                         1.27

Barry  Lonsdale,  who previously was the beneficial owner of the above shares, is  now  the  legal
owner  of the shares and as such the irrevocable commitment signed by him and referred to  in  the
2.5 Announcement now becomes effective over these additional 1,200,000 shares.

The  above irrevocable commitment will continue to be binding in the event that the Proposals  are
implemented by way of a takeover offer and in the event of a higher competing offer for ATI.

Accordingly, Northern has now received, in aggregate, irrevocable commitments to vote in favour of
the  resolutions  to  be proposed at the Court Meeting and the General Meeting  to  implement  the
Proposals in respect of 48,428,000 ATI Shares, representing approximately 51.4 per cent. per cent.
of the current issued share capital of ATI or 81.6 per cent of the current issued share capital of
ATI not controlled by members of the Northern Group.

Terms used in this announcement have the same meaning as in the 2.5 Announcement.


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                                                    
                                                                                                

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, www.northpet.com, 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 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.

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