ATI Oil Plc
LSE : ATIP

April 03, 2009 10:59 ET

RECOMMENDED OFFER FOR ATI OIL PLC

                                                 
                                                                             GB00B04BP253/GBP/PLUS-exn
                                                                                            03/04/2009
                                                                                                      


NORTHERN PETROLEUM PLC

RECOMMENDED OFFER FOR ATI OIL PLC

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

FOR IMMEDIATE RELEASE

                                                                                          3 April 2009
                                                                                                      
                                         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
                                                   
Summary

●     The  Independent Northern Directors and the Independent ATI Directors are pleased to announce 
      that they have 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.  Under
      the terms of the Proposals, which will be subject to the Conditions:
      
       ●       Independent Scheme Shareholders will be entitled to receive 1 New Northern Share for every 8
               ATI Shares held at the Scheme Record Time and so in proportion for any ATI Shares held. Fractions of
               New Northern Shares will not be issued to ATI Shareholders and any fractional entitlements to New
               Northern Shares will be disregarded.
               
       It  is intended that the acquisition will be implemented by way of a Court-sanctioned Scheme of
       Arrangement  under Part 26 of the Companies Act 2006 and a capital reduction under section  135
       of  the Companies Act 1985. Based on Northern's Closing Price of 95.5 pence per Northern  Share
       on  2  April  2009,  being  the last Business Day before the date  of  this  announcement.  The
       Proposals value the outstanding issued share capital of ATI at £11.3 million, or 11.9 pence per
       ATI Share.
       
●        The  offer  of 1 Northern Share for every 8 ATI Shares held represents a premium of  8.5  per
      cent. per Share to the closing price of each ATI Share of 11.0 pence per share on 2 April 2009, being
      the last Business Day before the date of this announcement.
      
●     Implementation of the Scheme will be conditional upon, amongst other things, the passing of a
      resolution by a majority in number of those Independent Scheme Shareholders present (either in person
      or by proxy) and voting at the Court Meeting representing at least three-fourths in value of all
      Scheme Shares held by such Independent Scheme Shareholders and the passing of resolutions at the
      General Meeting of ATI.
      
●     The  Independent ATI Directors, who have been so advised by KBR, consider the  terms  of  the
      Proposals to be fair and reasonable.  Accordingly, the Independent ATI Directors intend unanimously to
      recommend that the Independent ATI Shareholders vote in favour of the Scheme at the Court Meeting and
      the resolutions to be proposed at the General Meeting.
      
●     Northern believes that it is in the interests of its shareholders to bring Northern  and  ATI
      together. This will allow the enlarged group more direct control over its Italian licence interests.
      ATI's constrained financial position has created difficulties and complications for Northern  in
      progressing  the development of its Italian licence interests, including in attracting  external
      partners to participate in these licences.
      
●     Northern  has  received  irrevocable  commitments  in  respect  of  47,228,000  ATI  Shares,
      representing 50.1 per cent. of the existing issued share capital of ATI, to vote in favour of the
      resolutions to be proposed at the Court Meeting and the General Meeting to implement the Proposals.
      
●     Members of the Northern Group control 34,908,000 ATI Shares, which are registered in the names
      of Northern, NP Oil & Gas Holdings Limited and Giltspur Nominees and represent as at the date of this
      announcement 37.0 per cent. of the existing issued share capital of ATI.  As a result  of  their
      interests in the Proposals, members of the Northern Group are precluded from voting at the Court
      Meeting or on the resolutions to be proposed at the General Meeting and, therefore, the ATI Shares
      held or controlled by them will not count towards the majorities required to approve the Scheme or
      such resolutions.
      
●     The Independent ATI Directors will resign from the Board of ATI on the Effective Date.
      
●     It is expected that the Court Meeting and the General Meeting to approve the Scheme, sanction
      the Capital Reduction and deal with certain related matters will be held on 28 May 2009.
      
●     It  is  expected  that  the Circular setting out further details of  the  Proposals  and  the
      procedures to be followed in connection with the implementation of the Scheme will be posted on or
      about 28 April 2009 to Scheme Shareholders and that the Proposals will become effective on or about 24
      June 2009, subject, inter alia, to the satisfaction or waiver of the conditions set out in Appendix I
      to this announcement.
      
●     Commenting on today's announcement, Richard Latham, Chairman of Northern, said:
      
        "Northern  is  delighted to have agreed this proposed deal with the independent  directors  of
        ATI.  Given the current financial turmoil I believe the combination of Northern and ATI   will
        strengthen  our  Italian  position  and  is therefore in  the  interests  of  both  companies'
        shareholders. Control of the entire commercial interests in the licences will enable  Northern
        greater  management  flexibilities to progress licence activities  or  seek  new  partners  to
        finance operations."
        
●     Commenting on today's announcement, Per Gunnar Loge, Chief Executive of ATI, said:
      
        " ATI has believed fully in the business  potential of  the joint assets in Italy, however, it
        has been apparent for some time that the equity market has become very difficult for small oil
        exploration companies and that such new equity capital that could be available would be  at  a
        large  discount to the current share price. In the opinion of the Board of ATI the  deal  with
        Northern offers a better opportunity for shareholders to maintain their interest in the profit
        potential of these assets at less risk and less devaluation from incoming new equity"
●     Commenting on today's announcement, Derek Musgrove, Managing Director of Northern and Chairman
      of ATI said:
      
        "My colleague, Chris Foss, and I sit on the boards of both companies. As a result, we have not
        taken  part  in  the  commercial deliberations leading up to the  offer  by  Northern  or  the
        recommendation from ATI , but Chris and I are delighted with the news."
        
Investec is acting as financial adviser to Northern. KBR is acting as financial adviser to ATI.

This summary should be read in conjunction with, and is subject to the full text of, this announcement
and  its  appendices.  The Proposals will be subject to the Conditions set out in Appendix I  to  this
announcement and to the further terms to be set out in the Circular.  Appendix II to this announcement
sets  out  the  sources and bases from which the financial calculation contained in this  announcement
have  been  derived.  Appendix III contains definitions of certain terms used in this summary  and  in
this announcement.

Enquiries:

Northern

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



Investec (financial adviser to Northern)

Patrick Robb                                             Tel: +44 (0)20 7597 5000
                                                         
Avital Lobel

Michael Ansell



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.

In  accordance  with Rule 2.10 of the Takeover Code, Northern confirms that its current  issued  share
capital  at  the  close  of  business  on 2 April 2009 consists of  71,142,059  Northern  Shares.  The
International Securities Identification Number for the Northern Shares is GB00B0D47T64 .

In  accordance with Rule 2.10 of the Takeover Code, ATI confirms that its current issued share capital
at  the  close  of  business  on  2 April 2009 consists of 94,256,000 ATI  Shares.  The  International
Securities Identification Number for the ATI Shares is GB00B04BP253.

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.



RECOMMENDED OFFER FOR ATI OIL PLC

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

FOR IMMEDIATE RELEASE

                                                                                          3 April 2009
                                                                                                      
                                         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
                                                   
1. Introduction

The Independent Northern Directors and the Independent ATI Directors are pleased to announce that they
have reached agreement on the terms of a recommended acquisition by Northern of the entire issued  and
to be issued share capital of ATI not already owned by members of the Northern Group.

Derek Raymond Musgrove and Christopher John Foss, being members of the Boards of each of Northern  and
ATI, have recused themselves from considering the Proposals.

2. The Proposals

It  is  intended  that  the  acquisition will be implemented by way of a Court  sanctioned  Scheme  of
Arrangement under Part 26 of the Companies Act 2006 and a capital reduction under section 135  of  the
Companies Act 1985, the full details of which will be set out in the Circular. The Scheme requires the
approval of the Independent Scheme Shareholders and the sanction of the Court.

Under the terms of the Proposals, which will be subject to the Conditions:

       ●       The Independent Scheme Shares will be cancelled and the Independent Scheme Shareholders at 
               the Scheme Record Time will be entitled to receive 1 New Northern Share for every 8 ATI 
               Shares held and so in proportion for any ATI Shares held. Fractions of New Northern Shares 
               will not be issued to ATI Shareholders and any fractional entitlements to New Northern Shares 
               will be disregarded.
               
At  an exchange ratio of 1 Northern Share for every 8 ATI Shares held, the Proposals values the entire
issued share capital of ATI at approximately £11.3 million.  The ratio represents:

●     a premium of approximately 8.5 per cent. to the price of 11 pence, being the Closing Price on
      2 April 2009, the last Business Day before this announcement; and
      
●     a premium of approximately 6.9 per cent. to the price of 11.2 pence, being the average Closing
      Price for the three month period ending on 2 April 2009, the last Business Day before the date of this
      announcement.
      
If  the Scheme becomes effective it will be binding on all Scheme Shareholders irrespective of whether
or  not  they  attended of voted in favour of or against the resolutions at the Court Meeting  or  the
General Meeting.

3. Recommendation

The Independent ATI Directors, who have been so advised by KBR, consider the terms of the Proposals to
be fair and reasonable.

Accordingly,  the Independent ATI Directors intend unanimously to recommend that ATI Shareholders  who
are  entitled to vote, vote in favour of the resolutions to be proposed at the Court Meeting  and  the
General  Meeting,  as  they have irrevocably undertaken so to do in respect of  their  own  beneficial
holdings of 537,000 ATI Shares, representing as at the date of this announcement approximately 0.6 per
cent. of the existing issued share capital of ATI.

4. Reasons for the Proposals

Northern  believes that it is in the interests of its shareholders to bring Northern and ATI together.
This will allow the enlarged group more direct control over its Italian licence interests, as well  as
allowing  ATI  shareholders to continue to participate in the development of these  interests  and  to
participate  in  the development of Northern's other interests which are principally  located  in  the
Netherlands.

Northern  recognises the difficulties which ATI has faced and continues to face in raising finance  to
pay  its  share  of  the development of its licence interests given current stock market  and  general
financial  conditions.  Northern has previously advanced a £2 million loan facility to ATI to  support
its   ongoing  operations.    ATI's  constrained  financial  position  has  created  difficulties  and
complications for Northern in progressing the development of its Italian licence interests,  including
in attracting external partners to participate in these licences.

Derek Raymond Musgrove and Christopher John Foss, being members of the Boards of each of Northern  and
ATI, have not taken part in the commercial deliberations relating to the Proposals.

5. Background to and reason for the recommendation

The  Independent  ATI  Directors believe that, given the above, the Proposals  represent  satisfactory
value for ATI Shareholders.

Accordingly,  the Independent ATI Directors intend unanimously to recommend that ATI Shareholders  who
are  entitled to vote, vote in favour of the resolutions to be proposed at the Court Meeting  and  the
General  Meeting,  as  they have irrevocably undertaken so to do in respect of  their  own  beneficial
holdings of 537,000 ATI Shares, representing as at the date of this announcement approximately 0.6 per
cent. of the existing issued share capital of ATI.

6. Irrevocable undertakings

Northern  has  received irrevocable commitments from the following persons 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 issued
                                                                                         ATI Shares
                                                                                       (approx) (%)
                                                                                                   
   Barry Lonsdale                                                   46,583,000                 49.4
                                                                                                   
   Ian Livingstone                                                     537,000                  0.6
                                                                                                   
   Richard Latham                                                      100,000                  0.1
                                                                                                   
   Chris Foss                                                            5,000                 0.01
                                                                                                   
   Graham Heard                                                          3,000                0.003
                                                                                                   
   Total                                                            47,228,000                 50.1
                                                                                                   
All  the  irrevocable  commitments 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.

The  above irrevocable commitments represent 79.6 per cent. of the current issued share capital of ATI
not controlled by members of the Northern Group



7. Information on Northern

Northern  is  an exploration and production oil and gas company focussed on countries of the  European
Union, which typically offer a combination of geopolitical stability and attractive fiscal terms.  Its
core  operating  areas  are the Netherlands, Italy and the UK, where the asset  portfolio  covers  the
entire field lifecycle, including exploration, appraisal, development and production.

Northern has the fifth largest reserves position as an onshore operator in the Netherlands and has two
gas fields in production at Waalwijk and P12. Six onshore development projects are in different states
of  development and continue to move towards first production. Downhole work programmes to prepare the
Ottoland,  Geesbrug and Grolloo wells (the remaining three of the five existing wells) for  production
has  recently  begun or will begin shortly. This phase involves operations to stimulate the  reservoir
through  hydraulic  fracturing  at the Ottoland oil field in the south  of  the  Netherlands  and  the
Geesbrug and Grolloo gas fields in the north of the country. Successful enhancement of flow rates have
already  been achieved at the Brakel and Wijk en Aalburg gas fields. The five fields are  expected  to
come  on stream at different times, starting later in 2009. In addition a rig has been secured for  up
to  a  three well programme, with the first of two back to back exploration wells to commence drilling
in the Netherlands during the second quarter of 2009.

In  Italy,  where its net exploration acreage position is the second largest behind Eni, the  Northern
Group  has been independently assessed to have a 26.6 mmbbl reserve base at Giove and Rovesti  in  the
Southern  Adriatic  Sea,  where partners are sought for the development phase.  In  the  meantime,  an
onshore  exploration well at Savio targeting 332 bcf commenced drilling in March.  In  December  2008,
Northern  announced a major farm out deal with Shell Italia in respect of its Sicily Channel  offshore
interests  under  which Shell Italia will earn 55-70 per cent. interests by paying 100  per  cent.  of
Northern's  back-costs on these licences (EUR1.9 million) and paying for 100 per cent of the  Q4  2008
seismic  data  reprocessing, the 2008/2009 2D seismic programme and thereafter two 3D seismic  surveys
(if  proposed  by Shell Italia) and the optional drilling and testing of the first well.  Further  co-
operation with Shell Italia is envisaged.

The  UK  acreage includes Horndean and Avington, which are already producing oil in modest quantities.
In  addition a two well drilling programme is being planned, with local planning approvals having been
received  for  an  appraisal well to the Horndean oilfield at Markwell's Wood and an exploration  well
close to Havant.

Following  the partial (25 per cent.) disposal in 2007 of certain Dutch assets to, and creation  of  a
strategic alliance with, Dyas B.V. (a large Dutch private business group), which together crystallised
a  £19.7m accounting profit, Northern announced in July 2008 the sale of its Waalwijk underground  gas
storage project to Star Energy Group Plc. This transaction has realised proceeds of £7m in the  second
half of 2008.

Total 2P (proven plus probable) reserves have grown steadily since 2004 and currently stand at 76mmboe
(million  barrels of oil equivalent) (net). The Board of Northern considers that the reserves position
in  the  Netherlands  is subject to change and could increase or decrease. These possible  adjustments
could  occur as a result of ongoing geological, geophysical and petroleum engineering analyses coupled
with  the  current programme of reservoir stimulation through the hydraulic fraccing of  five  of  the
existing  wells.  These  data  are  currently being interpreted and  integrated  into  the  subsurface
reservoir models for each field.

8. Information on ATI

ATI  is  a  PLUS  market-quoted  company with a market capitalization of approximately  £10.4  million
(current share price 11p). ATI's only material assets are non-operated indirect interests in  most  of
Northern's  Italian  licence interests. ATI was created in its current form in 2004  by  Northern  and
Barry  Lonsdale, a British geologist based in Italy. Mr Lonsdale worked alongside Northern  to  secure
the majority of Northern's interests in Italy which would be operated by Northern and were split 50:50
economically  between Northern and ATI in 2004. Mr Lonsdale holds 51 per cent. of  the  entire  issued
share capital of ATI and Northern holds 37 per cent. For the year ended 30 April 2008, ATI reported  a
net  loss  of  £294,253 and for the six month period ended 31 October 2008 ATI reported  total  assets
£3,151,501.

9. Update on Savio in Italy

On  13  March 2009, Northern announced that it had commenced drilling operations in Italy on the Savio
1x  site.  As at 8.30am local time on 3 April 2009, the Savio well was drilling ahead at 2,727 metres,
above the target reservoir section.

As  announced  on 24 October 2008, Northern had entered into a farm out agreement with  Avobone  Italy
S.r.l,  a  member of the Indofin Group under which Avobone will pay 40 per cent. of the well costs  in
return for a 20 per cent. licence interest leaving Northern with 80 per cent.  On the commencement  of
drilling,  a subsidiary of ATI had a commercial interest equal to that of Northern.  ATI has indicated
to  Northern its desire not to pay further amounts of its share of the cost of this well. As a result,
Northern  will pay for more than its share and discussions are underway in accordance with  the  joint
operating  agreement between Northern and ATI pursuant to which Northern's share in the Savio  Licence
will be increased and ATI's share will be reduced. An update will be provided in due course.

10. Management, employees and consultant

The  Independent ATI Directors intend to resign from the Board of ATI following the Proposals becoming
effective,  and  their  expectation is that they will have no further continuing business  involvement
with ATI and/or Northern.

Northern has no current intention to change the places of business of the ATI Group.

The  Independent  ATI  Directors welcome the assurances of Northern that the  acquisition  of  ATI  by
Northern  will  not  affect  the  existing employment rights of the  employees  of  ATI  and  welcomes
Northern's  statement  that it has no current intention to change the place of  business  of  the  ATI
Group.

A  consultancy agreement exists between Northern Petroleum (UK) Limited and ATI which was entered into
on 15 April 2005 pursuant to which ATI (through Barry Lonsdale) provides various technical services in
consideration for the payment to ATI of £120 per hour. Barry Lonsdale receives no direct benefit  from
this consultancy agreement.

11. ATI Warrants

Holders  of  ATI Warrants will be contacted regarding the effect of the Proposals on their rights  and
appropriate proposals will be made to such participants in due course.

12. Structure of the Proposals

The  Proposals  are  being  implemented  by means of a Scheme  of  Arrangement  between  ATI  and  the
Independent Scheme Shareholders under Part 26 of the Act. The Scheme involves the cancellation of  the
Independent Scheme Shares by way of a Court approved reduction of capital and the application  of  the
reserve arising from such cancellation in paying up in full such number of New ATI Shares.  The number
of  New ATI Shares to be issued will be equal to the number of cancelled Independent Scheme Shares, in
consideration  for  which cancellation, Scheme Shareholders will receive New Northern  Shares  to  the
extent of their entitlement. On the Effective Date, members of the Northern Group will have become the
owners  of  the  whole of the issued share capital of ATI. To become effective, the  Scheme  requires,
amongst other things, the approval at the Court Meeting of a majority in number representing not  less
than  three-fourths in value of the Independent Scheme Shares held by Independent Scheme  Shareholders
present (either in person or by proxy) and voting at the Court Meeting, or at any adjournment thereof,
and  the passing of the resolutions necessary to approve matters to give effect to the Scheme  at  the
General Meeting.

Following  the  Court  Meeting  and the General Meeting and the satisfaction  (or,  where  applicable,
waiver)  of the other Conditions, the Scheme must also be sanctioned by the Court at the Scheme  Court
Hearing,  and  the  associated Capital Reduction must be confirmed by the Court at  the  Second  Court
Hearing.

13. Implementation Agreement

Northern and ATI have entered into the Implementation Agreement dated the date of this announcement in
connection  with  the  Proposals, pursuant to which each of the parties has  undertaken,  among  other
things, to provide promptly such assistance and information as is reasonably required for the purposes
of implementing the Scheme.

ATI  has undertaken that it will make the necessary applications to Court, and file such documents  as
may be necessary to seek the Court's permission to convene the Court Meeting.

ATI  has  also  agreed that, prior to the Effective Date, ATI will conduct its business in  accordance
with an agreed set of principles, including an agreement to carry on business in the ordinary course.

14. Disclosure of interests in ATI

Except as disclosed below, and save for the irrevocable undertakings referred to in paragraph 6 above,
as  at the close of business on 2 April 2009, being the last practicable day prior to the date of this
announcement,  neither Northern nor any of the directors of Northern nor, so far as the  directors  of
Northern  are  aware  having made due and careful enquiry, any other person  acting  in  concert  with
Northern for the purposes of the Proposals, owned, controlled or held:

  (i)  any  interest in or right to subscribe for any ATI Shares or any securities convertible  or
       exchangeable into ATI Shares or rights to subscribe for or purchase or options (including  traded
       options) in respect of, or derivatives referenced to, any such ATI Shares (ATI Securities);
     
  (ii) any  short position (whether conditional or absolute and whether in the money or otherwise)
       including short positions under a derivative, any arrangement to sell or any delivery obligation or
       right to require another person to purchase or take delivery in relation to ATI Securities; or
     
 (iii) borrowed or lent any ATI Securities, save for borrowed shares which have been on-lent or sold.
     
For  these  purposes, "arrangement" includes any indemnity or option arrangement or any  agreement  or
understanding,  formal or informal, of whatever nature, relating to ATI Securities  which  may  be  an
inducement to deal or refrain from dealing in such securities.

   Shareholder                                ATI Shares held by       Warrants over ATI Shares
                                                   Shareholder            held by Shareholder
   Richard Latham, Chairman of                    100,000                              0
   Northern                                                                                    
   
   Derek  Musgrove,  Managing  Director                 0                      1,000,000
   of Northern and Chairman of ATI                                                             
   
   Chris  Foss, Director of both                    5,000                      1,000,000
   Northern and ATI                                                                            
   
   Graham Heard, Director of Northern               3,000                        500,000
                                                                                               
   Total                                          108,000                      2,500,000
                                                                                               


In  view  of  the  requirement for confidentiality and therefore the availability to Northern  of  all
relevant  persons  who  are  presumed to be acting in concert with Northern  to  provide  information,
Northern has not made any enquiries in this respect of certain parties who may be deemed by the  Panel
to  be acting in concert with it for the purposes of the Proposals. Any such additional interest(s) or
dealing(s)  will be discussed by the Panel and, if appropriate, will be disclosed in the  Circular  or
announced if requested by the Panel.

15. Settlement, listing and dealings

Prior  to  the  Effective  Date,  ATI will make an application to  PLUS  Markets  Group  plc  for  the
cancellation  of the ATI Shares from listing on the PLUS-quoted market and trading on the  PLUS-quoted
market  for  securities respectively. Accordingly, if the Scheme is sanctioned by the  Court  and  the
other  conditions to the Scheme are waived or satisfied, it is expected that the ATI Shares will cease
to  be  listed  on  the PLUS-quoted market and traded on the PLUS-quoted market for securities  on  or
before 8.00 a.m. on the Effective Date.

On the Effective Date, share certificates in respect of the Independent Scheme Shares will cease to be
valid  and  should,  if  so requested by ATI, be sent to ATI for cancellation.  In  addition,  on  the
Effective  Date  entitlements to ATI Shares held within the CREST system  will  be  cancelled.  It  is
proposed  that following the Effective Date and after its shares have been delisted, ATI will  be  re-
registered as a private limited company.

The New Northern Shares are to be issued in registered form. Settlement of the New Northern Shares  to
which  Scheme  Shareholders are entitled is expected to occur as soon as possible after the  Effective
Date and in any event within 14 days of the Effective Date.

Upon  the  Scheme becoming or being declared wholly unconditional, application will be made to  London
Stock  Exchange  for the New Northern Shares to be admitted to trading on AIM.  It  is  expected  that
admission  will become effective and that dealings, for normal settlement, will commence  in  the  New
Northern Shares as soon as practicable, in accordance with the AIM Rules for Companies, within 14 days
of the Effective Date.

In  relation to the New Northern Shares issued in certificated form, temporary documents of title will
not  be issued pending the despatch by post of definitive certificates for the New Northern Shares  in
accordance with the terms of the Proposals.

16. Overseas shareholders

The  implications of the Proposals for Overseas Persons may be affected by the laws  of  the  relevant
jurisdictions.  Overseas  Persons  should inform themselves about and  observe  any  applicable  legal
requirements.  It  is the responsibility of each Overseas Person to satisfy himself  as  to  the  full
observance  of the laws of the relevant jurisdiction in connection therewith, including the  obtaining
of  any governmental, exchange control or other consents which may be required, or the compliance with
other  necessary formalities which are required to be observed and the payment of any issue,  transfer
or other taxes due in such jurisdiction.

This  announcement has been prepared for the purposes of complying with English law and  the  Takeover
Code  and the information disclosed herein 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.
Overseas  Persons  should consult their own legal and tax advisers with regard to the  legal  and  tax
consequences of the Proposals to their particular circumstances.

17. General

The  Proposals  will be subject to the Conditions and certain further terms set out in Appendix  I  to
this announcement and the further terms and conditions to be set out in the Circular and the Forms  of
Proxy.  The  Circular will include full details of the Proposals, together with notices of  the  Court
Meeting and the General Meeting and the expected timetable of the Proposals. The Circular and Forms of
Proxy will be posted to ATI Shareholders as soon as practicable. The Proposals will be subject to  the
applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FSA.

The bases and sources of certain information contained in this announcement are set out in Appendix II
to  this  announcement. Certain terms used in this announcement are defined in Appendix  III  to  this
announcement.

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,  or  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.

In  accordance  with Rule 2.10 of the Takeover Code, Northern confirms that its current  issued  share
capital  at  the  close  of  business  on 2 April 2009 consists of  71,142,059  Northern  Shares.  The
International Securities Identification Number for the Northern Shares is GB00B0D47T64 .

In  accordance with Rule 2.10 of the Takeover Code, ATI confirms that its current issued share capital
at  the  close  of  business  on  2 April 2009 consists of 94,256,000 ATI  Shares.  The  International
Securities Identification Number for the ATI Shares is GB00B04BP253.

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, 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.





                                              APPENDIX I
                           CONDITIONS TO THE IMPLEMENTATION OF THE PROPOSALS
                                                   
The  Proposals  are  conditional upon the Scheme and the Capital Reduction becoming unconditional  and
becoming effective by not later than 24 June 2009 or such later date as, subject to the provisions  of
the Takeover Code, Northern and ATI may agree and (if required) the Court and the Panel may allow.

1.      The Proposals are conditional upon:

        (a)     the  approval of the Scheme by a majority in number representing not less than  three-
                 fourths  in value of the holders of Independent Scheme Shares who are on the register
                 of  members of ATI at the Voting Record Time, present and voting, either in person or
                 by proxy, at the Court Meeting (or any adjournment of that meeting);
                 
        (b)     all  resolutions set out in the notice of the General Meeting in the Circular required
                 to approve and implement the Scheme and to approve certain related matters being duly
                 passed  by the requisite majority at the General Meeting (or any adjournment of  that
                 meeting) and not subsequently revoked;
                 
        (c)     the  approval  of  the Capital Reduction by ATI Warrantholders either  unanimously  in
                 writing  by  way  of written resolution of the ATI Warrantholders  or  by  way  of  a
                 resolution proposed at a separate meeting of ATI Warrantholders passed by a  majority
                 consisting  of not less than three-fourths of the votes cast at such meeting  whether
                 on a show of hands or on a poll; and
                 
        (d)     the  sanction  (with  or  without modification, but subject to any  such  modification
                 being  on  terms  acceptable  to  both Northern  and  ATI)  of  the  Scheme  and  the
                 confirmation of the Capital Reduction by the Court being obtained and: (i) an  office
                 copy of the First Court Order being delivered to the Registrar of Companies; and (ii)
                 an  office  copy  of  the Second Court Order and the minute of the Capital  Reduction
                 attached  thereto being delivered to the Registrar of Companies for registration  and
                 being registered by the Registrar of Companies.
                 
2.      Northern and ATI have agreed that, subject to the provisions of paragraph 5 below, the  Scheme
        is  also  conditional upon, and accordingly the necessary actions to make  the  Scheme  become
        effective  will  only be taken on, the satisfaction or waiver of the following conditions  (as
        amended, if appropriate):
        
        (a)     the  London Stock Exchange agreeing to admit the New Northern Shares to trading on AIM
                 and  (unless  the  Panel  agrees  otherwise) such  admission  becoming  effective  in
                 accordance with the Guidance to Rule 2.1 of the London Stock Exchange's admission and
                 disclosure standards and the AIM Rules for Companies.
                 
        (b)     the  Office  of Fair Trading not having referred the proposed acquisition  of  ATI  by
                 Northern,  or  any  matters  arising from or related  to  such  acquisition,  to  the
                 Competition Commission;
                 
        (c)     no  central  bank,  government  or  governmental,  quasi-governmental,  supranational,
                 statutory or regulatory body, institution, investigative body, association or  agency
                 (including  any trade agency) or any court or other body (including any  professional
                 or  environmental  body)  or  person in any jurisdiction (without  prejudice  to  the
                 generality  of  the  foregoing)  (a "Relevant Authority")  having  decided  to  take,
                 instituted, implemented or threatened, or having announced its intention to institute
                 or  implement, any action, proceedings, suit, investigation, enquiry or reference  or
                 enacted, or made or proposed any statute, regulation, order or decision or taken  any
                 other  steps  and  there  not  continuing to be any  statute,  regulation,  order  or
                 decision,  in each case which is likely to be material and adverse in the context  of
                 the  Proposals  or  to any member of the Wider ATI Group, which  would  or  would  be
                 reasonably likely to:
                 
                 (i)     make the Proposals or the acquisition or the proposed acquisition of any shares 
                         in, or control of ATI, by Northern void, unenforceable or illegal in or under 
                         the laws of any relevant jurisdiction or directly or indirectly restrain, restrict, 
                         prohibit, frustrate or otherwise materially delay or interfere with the implementation 
                         of, or impose additional material conditions or obligations with respect to, 
                         or otherwise in a material way challenge, the implementation of the Proposals, the
                         acquisition of any shares in, or control of, ATI by Northern or any matters arising 
                         therefrom;
                         
                 (ii)    require, prevent or materially delay or affect the divestiture (or alter the terms 
                         of any proposed divestiture) by Northern or any member of the Wider ATI Group of 
                         all or any material part of their respective businesses, assets or properties or 
                         of any ATI Shares or other securities in ATI or in any other company or (except 
                         in relation to limitations which apply generally to entities conducting similar 
                         businesses) impose any material limitation on their ability to conduct all or any
                         part of their respective businesses and to own any of their respective assets or 
                         properties or any part thereof;
                         
                (iii)    limit or materially delay, or impose any limitations on the ability of Northern or 
                         any member of the Wider ATI Group to acquire or hold or to exercise effectively, 
                         directly or indirectly, all or any rights of ownership of shares or loans or  
                         securities convertible into shares or other securities in, or to exercise management 
                         control over, any member of the Wider ATI Group (whether acquired pursuant to the 
                         Proposals or otherwise);

                 (iv)    other than in connection with the Proposals, require Northern or any member of the 
                         Wider ATI Group to acquire, offer to acquire, redeem or repay any shares or other 
                         securities (or interest in)and/or any indebtedness of Northern or any member of the 
                         Wider ATI Group and/or any other asset owned by any third party where such acquisition, 
                         redemption or repayment would be material to Northern in the context of the Proposals, 
                         or in the context of the Wider ATI Group taken as a whole;
                         
                 (v)     impose any limitation on the ability of Northern or any member of the Wider ATI Group to
                         integrate or co-ordinate its business, or any part of it, with the businesses or any part 
                         of the businesses of Northern and/or any other member of the Wider ATI Group in each case 
                         in a manner which would be adverse and material to Northern in the context of the Proposals 
                         or in the context of the Wider ATI Group taken as a whole;
                         
                (vi)     result in any member of the Wider ATI Group ceasing to be able to carry on business under any
                         name under which it presently does so, where such a result would be material and adverse in
                         the context of the Wider ATI Group taken as a whole; or

                vii)    (except in relation to matters which generally affect entities conducting similar businesses)
                        otherwise materially and adversely affect any or all of the businesses, assets, financial or
                        trading position or profits or prospects of Northern or any member of the Wider ATI Group, or
                        the exercise of any rights attaching to the shares of any member of the Wider ATI Group,
                         
                 and  all  applicable waiting and other time periods during which  any  such  Relevant
                 Authority could institute or implement or threaten any such action, proceeding, suit,
                 investigation, enquiry or reference or otherwise intervene having expired, lapsed  or
                 been terminated;
                 
        (d)      all  necessary  filings  or applications in connection with  the  Proposals  or  their
                 implementation  having been made and all appropriate waiting and other  time  periods
                 (including extensions of such periods) under any applicable legislation or regulation
                 of  any relevant jurisdiction having expired, lapsed or been terminated in each  case
                 in  respect of the Proposals and acquisition of any shares in, or control of, ATI  by
                 Northern;
                 
        (e)     all  authorisations, orders, grants, recognitions, confirmations, licences,  consents,
                 clearances,  permissions and approvals ("Authorisations") which  Northern  reasonably
                 considers necessary or appropriate in any relevant jurisdiction for or in respect  of
                 the  Proposals, the proposed acquisition of any shares or securities in,  or  control
                 of,  ATI or any member of the Wider ATI Group by Northern or any matters arising from
                 such  acquisition  being obtained in terms and in a form reasonably  satisfactory  to
                 Northern  from  appropriate Relevant Authorities (in each case where the  absence  of
                 such  authorisation  could  reasonably be expected by Northern  to  have  a  material
                 adverse effect on the Wider ATI Group taken as a whole) or (without prejudice to  the
                 generality  of  the foregoing) from any persons or bodies with whom Northern  or  any
                 member  of  the Wider ATI Group has entered into contractual arrangements,  and  such
                 authorisations together with all necessary authorisations for any member of the Wider
                 ATI Group to carry on its business (where such business is material in the context of
                 the  Wider  ATI  Group taken as a whole and where the absence of such  authorisations
                 would  have  a material and adverse effect on the Wider ATI Group taken as  a  whole)
                 remaining  in  full  force and effect and no intimation of any intention  to  revoke,
                 withdraw,  suspend, restrict, withhold or modify or not to renew any of  them  having
                 been made under the laws or regulations of any relevant jurisdiction (in each case to
                 an extent which would have a material and adverse effect on the Wider ATI Group taken
                 as  a  whole)  and all necessary statutory or regulatory obligations in any  relevant
                 jurisdiction in respect of the Proposals, the proposed acquisition of any  shares  or
                 securities in, or control of ATI or any matters arising from such acquisition  having
                 been complied with in all material respects;
                 
        (f)     since  30  April 2008 (being the date to which the latest audited consolidated reports
                 and  accounts  of the ATI Group were made up) and save as Disclosed, there  being  no
                 provision  of  any  arrangement,  agreement,  licence,  permit,  franchise  or  other
                 instrument  to which any member of the Wider ATI Group is a party or by or  to  which
                 any such member or any of its material assets may be bound or be subject which, as  a
                 result  of  the making or implementation of the Proposals or the proposed acquisition
                 by  Northern of any shares or securities in ATI or because of a change in the control
                 or  management  of  ATI  or  any member of the Wider ATI Group  or  otherwise,  would
                 reasonably  be likely to result in (in each case to an extent which is  material  and
                 adverse in the context of the Wider ATI Group taken as a whole):
                 
                 (i)     any monies borrowed by or any indebtedness (actual or contingent) of, or grant available to,
                         any member of the Wider ATI Group becoming repayable or capable of being declared repayable
                         immediately or earlier than the stated repayment date or the ability of such member to borrow
                         monies or incur any indebtedness being withdrawn or inhibited or adversely affected;
                         
                 (ii)    the creation of any mortgage, charge or other security interest over the whole or any
                         substantial part of the business, property or assets of any member of the Wider ATI Group or
                         any such security interest (whether existing or having arisen) becoming enforceable;
                         
                 (iii)   any such arrangement, agreement, licence, permit, franchise or other instrument, or any right,
                         interest, liability or obligation of any member of the Wider ATI Group under any such
                         arrangement, agreement, licence, permit, franchise or other instrument being terminated or
                         adversely modified or affected or any onerous obligation or liability arising, or any adverse 
                         action being taken or arising under any such arrangement, agreement, licence, permit, 
                         franchise or other instrument;
                         
                 (iv)    the rights, liabilities, obligations, interests or business of any member of the Wider ATI
                         Group in or with any other person, firm or company (or any arrangements relating to such
                         interest or business) being terminated or adversely affected;

                 (v)      any  member  of  the  Wider  ATI Group  ceasing  to  be  able  to  carry  on 
                          business under any name under which it presently does so;
        
                 (vi)     any  assets  or  interest of any member of the  Wider  ATI  Group  being  or
                          falling  to  be disposed of or charged or any right arising under which  any     such
                          asset or interest could be required to be disposed of or charged    otherwise than in
                          the ordinary course of business; or
                 
                 (vii)   the  value  of any member of the Wider ATI Group or its financial or  trading
                         position or prospects being prejudiced or adversely affected,
                         
                 and  no  event  having  occurred  which, under  any  provision  of  any  arrangement,
                 agreement, licence, permit, franchise or other instrument to which any member of  the
                 Wider ATI Group is a party or by or to which any such member or any of its assets may
                 be  bound, entitled or subject, would be reasonably likely to result in any events or
                 circumstances as are referred to in sub-paragraphs (i) to (vii) of this paragraph (f)
                 in  any  case where such result would be material and adverse in the context  of  the
                 Wider ATI Group taken as a whole;
                 
        (g)     save  as Disclosed, no member of the Wider ATI Group having since 30 April 2008 (being
                 the  date  to which the latest audited consolidated reports and accounts of  the  ATI
                 Group  were made up) to an extent which is material in the context of the  Wider  ATI
                 Group taken as a whole:
                 
                 (i)   issued or agreed to issue or authorised or proposed the issue of additional shares of any
                       class, or securities convertible into, or rights, warrants or options to subscribe for or
                       acquire, any such shares or convertible securities (save for the grant of options, or the
                       issue of ATI Shares on the exercise of options, pursuant to the ATI Warrants) or redeemed,
                       purchased or reduced or announced any intention to do so or made any other change to any 
                       part of its share capital;
                         
                (ii)   recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus,
                       dividend or other distribution, whether payable in cash or otherwise, other than a dividend 
                       or other distribution by any wholly-owned subsidiary of ATI;

                (iii)  (save as between wholly-owned subsidiaries of ATI) merged or demerged with any body corporate
                       or, otherwise than in the ordinary course of business, acquired or disposed of, or 
                       transferred, mortgaged or charged or created any security interest over, any assets or any
                       right, title or interest in any asset (including shares) or authorised, proposed or announced
                       any intention to propose any merger, demerger, acquisition, disposal, transfer, mortgage, 
                       charge or security interest;
                         
                 (iv)  redeemed, purchased or reduced or announced any proposal to redeem, purchase or reduce any of
                       its own shares or other securities or made, authorised or proposed or announced its intention
                       to propose any change in its share or loan capital;
                         
                 (v)   issued, authorised or proposed the issue of any debentures or (other than in the ordinary
                       course of business and other than between ATI and its wholly-owned subsidiaries or between 
                       such wholly-owned subsidiaries) incurred or increased any indebtedness or contingent 
                       liability;

                 (vi)  entered into, varied or terminated, or authorised, proposed or announced its intention to
                       enter into, vary or terminate any arrangement, contract or commitment (whether in respect 
                       of capital expenditure or otherwise), other than in the ordinary course of business, which 
                       is of a long term, onerous or unusual nature or magnitude or which involves or could
                       reasonably be expected to involve an obligation of an unusual nature or magnitude;
                         
                 (vii) entered into or varied the terms of, or made any offer (which remains open for acceptance)
                       to enter into or vary the terms of, any service contract or other agreement with any director
                       or senior executive of ATI (including a consultancy agreement);
                         
                 (viii)(save as between ATI and its wholly-owned subsidiaries or between such wholly-owned
                       subsidiaries) implemented, authorised or proposed the entry into of, or announced its
                       intention to implement or enter into, any contract, transaction, reconstruction,
                       amalgamation, commitment, scheme or increase any indebtedness or contingent liability 
                       or other arrangement otherwise than in the ordinary course of business;
                         
                 (ix)  taken any corporate action or had any legal proceedings started or threatened
                       against  it  for  its winding-up, dissolution or reorganisation  or  for  the
                       appointment  of a receiver, manager, administrator, administrative  receiver,
                       trustee, provisional liquidator, liquidator or similar officer in respect  of
                       all  or any of its assets and revenues or any analogous proceedings or  steps
                       in  any relevant jurisdiction having been taken or for the appointment of any
                       analogous person in any relevant jurisdiction to have occurred;
                         
                 (x)   waived or compromised or settled any claim, other than in the ordinary course of business;
                         
                 (xi)  made or agreed or consented to any change to the terms of the trust deeds constituting the
                       pension schemes established for its directors and/or employees and/or their dependants or to 
                       the benefits which accrue, or to the pensions which are payable under such schemes, or to the
                       basis on which qualification for or accrual or entitlement to such benefits or pensions are 
                       calculated or determined or to the basis upon which the liabilities (including pensions) of
                       such pension schemes are funded, or made or agreed or consented to any change to the trustees;
                         
                 (xii) made any amendment to its memorandum or articles of association;
                         
                 (xiii)proposed a voluntary winding up;
                         
                 (xiv) entered into any contract, transaction or arrangement which is or may be materially
                       restrictive on the business of any member of the Wider ATI Group other than of a nature and 
                       to an extent which is not unusual in the context of the business concerned;
                         
                 (xv)  been unable or admitted in writing that it is unable to pay its debts or having stopped or
                       suspended (or threatened to stop or suspend) payment of its debts generally or ceased or  
                       threatened to cease carrying on all or a substantial part of its business; or
                         
                 (xvi) entered into any contract, commitment or arrangement or passed any resolution
                       in general meeting with respect to, or proposed or announced any intention to
                       effect or propose, any of the transactions, matters or events referred to  in
                       this paragraph (g);
                         
        (h)     save  as  Disclosed, since 30 April 2008 (being the date to which the  latest  audited
                consolidated reports and accounts of the ATI Group were made up):
                 
                 (i)  there having been no receiver or administrative receiver or administrator appointed over a
                      material part of the assets of any member of the Wider ATI Group or analogous proceedings 
                      or steps having taken place under the laws of any relevant jurisdiction and there having been 
                      no petition presented for the administration of any member of the Wider ATI Group or any 
                      equivalent steps taken under the laws of any relevant jurisdiction;
                         
                 (ii) no adverse change, and no other circumstance which would or might be likely to result in any
                      adverse change, in the business, assets, financial or trading position or profits or prospects
                      of any member of the Wider ATI Group having occurred which is material in the context of the
                      Wider ATI Group taken as a whole;
                         
                 (iii)no litigation, arbitration, prosecution or other legal proceedings having been threatened,
                      announced, instituted or become pending and remaining outstanding by, against or in respect of 
                      any member of the Wider ATI Group or to which any member of the Wider ATI Group is or may be a 
                      party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by or 
                      complaint or reference to any Relevant Authority or other investigative body against or in
                      respect of any member of the Wider ATI Group having been threatened, announced, implemented, 
                      instituted or become pending and remaining outstanding by, against or in respect of any member 
                      of the Wider ATI Group in any such case which would or would be reasonably likely to materially 
                      and adversely affect the Wider ATI Group taken as a whole;
                         
                 (iv)   no  contingent or other liability having arisen or having been incurred which
                        would  be reasonably likely to materially and adversely to affect any  member
                        of the Wider ATI Group taken as a whole; and
                         
                 (v)    no  steps having been taken and no omissions having been made which would  or
                        would be reasonably to result in the withdrawal, cancellation, termination or
                        adverse modification of any licence held by any member of the Wider ATI Group
                        which  is  necessary for the proper carrying on of its business and which  in
                        any  such case, is material in the context of the Wider ATI Group taken as  a
                        whole.
                         
        (i)     Northern not having discovered regarding the Wider ATI Group:
        
                 (i)     any financial, business or other information concerning any member of the Wider ATI Group
                         which is material in the context of the Proposals and which has been Disclosed by ATI to 
                         Northern prior to the Announcement Date or publicly disclosed at any time by any member of
                         the Wider ATI Group is misleading, contains a misrepresentation of fact or omits to state a
                         fact necessary to make such information not misleading which in any case is material and 
                         adverse in the context of the Wider ATI Group taken as a whole and such information has not 
                         been corrected by a subsequent announcement to a Regulatory Information Service by or on
                         behalf of any member of the Wider ATI Group; or
                         
                 (ii)    any member of the Wider ATI Group is subject to any liability, contingent or otherwise, which
                         has not been Disclosed and is not disclosed in the annual report and accounts of the ATI 
                         Group for the year ended 30 April 2008 or the results of ATI for the six month period ended 
                         31 October 2008 and which is material in the context of the Wider ATI Group taken as a whole;
                         
                (iii)   any past or present member of the Wider ATI Group not having complied with all applicable
                        legislation or regulations of any jurisdiction or any notice or requirement of any Relevant 
                        Authority which in any such case might reasonably be expected to give rise to any liability 
                        (whether actual or contingent) or cost on the part of any member of the Wider ATI Group and 
                        in each case is material to the Wider ATI Group taken as a whole; and

                (iv)    there is, or is reasonably likely to be any liability (whether actual or contingent) to make
                        good, repair, reinstate or clean up any property now or previously owned, occupied or made use 
                        of or controlled by any past or present member of the Wider ATI Group or any controlled water
                        under any environmental legislation, regulation, notice, circular or order of any Relevant 
                        Authority or third party or otherwise in any jurisdiction, in each case is material to the 
                        Wider ATI Group taken as a whole.
                         
3.      The  Proposals will lapse and the Scheme will not proceed if, before the date of the Meetings,
        following  investigation by the Office of Fair Trading there is a reference of the  Proposals,
        or any part of them, to the Competition Commission.
        
4.      Northern reserves the right to elect to implement the Proposals by way of a takeover offer (as
        defined  in  section  974  of  the Companies Act 2006).  In such event,  such  offer  will  be
        implemented  on  the  same  terms  (subject  to  appropriate  amendments,  including  (without
        limitation) an acceptance condition set at ninety per cent. (or such lesser percentage  (being
        more  than 50 per cent.) as Northern may decide and the Panel shall approve) of the ATI Shares
        to which such offer relates), so far as applicable, as those which would apply to the Scheme.
        
5.      Subject to the requirements of the Panel, Northern reserves the right to waive all or  any  of
        the conditions contained in paragraph 2, in whole or in part.
        
6.      If  Northern is required by the Panel to make an offer for ATI Shares under the provisions  of
        Rule 9 of the Takeover Code, Northern may make such alterations to any of the above Conditions
        as are necessary to comply with the provisions of that Rule.
        
7.      The  Proposals and the Scheme will be governed by English law and subject to the  jurisdiction
        of  the  English  Courts.  The  Scheme and the Proposals will be  subject  to  the  applicable
        requirements  of  the Takeover Code, the Panel, the London Stock Exchange  and  the  Financial
        Services Authority.
        
8.      The  availability  of  the  Proposals to persons not resident in the  United  Kingdom  may  be
        affected by the laws of the relevant jurisdictions. Persons who are not resident in the United
        Kingdom should inform themselves about and observe any applicable requirements.
        
9.      If  the  Scheme  is effected, the New ATI Shares to be issued pursuant to the Scheme  will  be
        acquired  by  Northern  fully  paid  and free from all liens,  charges,  equitable  interests,
        encumbrances, rights of pre-emption and any other rights and interest of any nature whatsoever
        and  together with all rights now and hereafter attaching thereto, including voting rights and
        the  right  to  receive  and  retain in full all dividends and other  distributions  (if  any)
        declared, made or paid on or after the Effective Date.
        
This  document  and  any rights or liabilities arising hereunder, together with the  Scheme,  will  be
governed by English law and will be subject to the jurisdiction of the English Courts.


                                              APPENDIX II
                                   SOURCES AND BASES OF INFORMATION
                                                   
Save  as  otherwise  stated,  the following constitute the bases and sources  of  certain  information
referred to in this announcement:

1.      The  value  placed by the Proposals on the existing issued share capital of ATI  is  based  on
        94,256,000  ATI Shares in issue on 2 April 2009, being the latest practicable  date  prior  to
        publication of this announcement.
        
2.      The Closing Prices of the ATI Shares are derived from PLUS Markets for the relevant dates.
        
3.      Unless  otherwise  stated, the financial information relating to ATI  is  extracted  from  the
        consolidated  financial statements of ATI for the year ended 30 April 2008 or  the  six  month
        period ended 31 October 2008.
        
                                             APPENDIX III
                                              DEFINITIONS
                                                   
        The  following  definitions apply throughout this announcement unless  the  context  otherwise
        requires:
        
AIM                                                        the  AIM  market operated  by  the  London
                                                           Stock Exchange
Announcement Date                                          the  date  on  which this announcement  is
                                                           made
Annual Report                                              report  and accounts of ATI for the period
                                                           ended 30 April 2008
ATI                                                        ATI  Oil  plc  registered in England  with
                                                           Company number 03971175
ATI Shareholders                                           the  holders  of ATI Shares from  time  to
                                                           time
ATI Shares                                                 ordinary  shares of £0.0025  each  in  the
                                                           capital of ATI
ATI Warrants                                               Warrants over ATI Shares as issued by  ATI
                                                           from time to time
ATI Warrantholders                                         the  holders of ATI Warrants from time  to
                                                           time
Board of ATI                                               the board of directors of ATI from time to
                                                           time
Board of Northern                                          the  board  of directors of Northern  from
                                                           time to time
Business Day                                               any day, other than a Saturday, Sunday  or
                                                           public  holiday or bank holiday, on  which
                                                           banks are open for business in the City of
                                                           London
Capital Reduction                                          the  reduction of the share capital of ATI
                                                           provided  for by the Scheme under  section
                                                           135 of the Companies Act 1985
Circular                                                   the document to be sent by ATI to, amongst
                                                           others,   the   holders  of   ATI   Shares
                                                           containing and setting out the Scheme  and
                                                           notices  convening the Court  Meeting  and
                                                           the General Meeting
Closing Price                                              the  official closing price of a  Northern
                                                           Share or an ATI Share as derived from  AIM
                                                           or PLUSMarkets (as the case may be)
Companies Act 1985                                         the Companies Act 1985 (as amended)
Companies Act 2006                                         the Companies Act 2006 (as amended)
Conditions                                                 the  conditions  to the implementation  of
                                                           the Proposals, as set out at Appendix I of
                                                           this announcement
Court                                                      the  High Court of Justice in England  and
                                                           Wales
Court Meeting                                              the  meeting  of  the  Independent  Scheme
                                                           Shareholders  convened  by  order  of  the
                                                           Court  pursuant  to  section  896  of  the
                                                           Companies  Act  2006 to consider  and,  if
                                                           thought fit, to approve the Scheme, notice
                                                           of  which will be set out in the Circular,
                                                           and any adjournment thereof
CREST                                                      the  relevant  system (as defined  in  the
                                                           Uncertificated   Securities    Regulations
                                                           2001) in respect of which Euroclear is the
                                                           operator
Disclosed                                                  (i)       as   disclosed  in  the   Annual
                                                           Report;
                                                           (ii)     as  publicly  announced  by   ATI
                                                           (through  a        Regulatory  Information
                                                           Service)  prior  to  the  date   of   this
                                                           announcement;
                                                           (iii)       as    disclosed    in     this
                                                           announcement; or
                                                           (iv)     as otherwise fairly disclosed  to
                                                           Northern  in writing on or after 25  March
                                                           2009  by  or  on behalf of the Independent
                                                           ATI Directors
Effective Date                                             the  date on which the Second Court  Order
                                                           is   registered   by  the   Registrar   of
                                                           Companies
Euroclear                                                  Euroclear  UK & Ireland Limited  (formerly
                                                           known as CRESTCo Limited)
First Court Order                                          the  order  of  the Court sanctioning  the
                                                           Scheme under Part 26 of the Companies  Act
                                                           2006
First Court Hearing                                        the hearing of the Court of the claim form
                                                           to sanction the Scheme
Forms of Proxy                                             the forms of proxy to be enclosed with the
                                                           Circular
FSA                                                        the Financial Services Authority
General Meeting                                            the general meeting of ATI Shareholders to
                                                           be  convened to consider and,  if  thought
                                                           fit,   approve   certain  resolutions   in
                                                           relation to the Proposals (with or without
                                                           amendment) and any adjournment thereof
Group                                                      in relation to any person, that person and
                                                           any companies which are holding companies,
                                                           subsidiaries or subsidiary undertakings of
                                                           it or of any such holding company
Holder                                                     a   registered  holder  and  includes  any
                                                           person entitled by transmission
Implementation Agreement                                   the   implementation   agreement   between
                                                           Northern  and ATI dated the date  of  this
                                                           announcement relating to the Proposals
Independent ATI Directors                                  the   Board  of  ATI  other  than   Messrs
                                                           Musgrove and Foss
Independent Northern Directors                             the  Board  of Northern other than  Messrs
                                                           Musgrove and Foss
Independent Scheme Shareholders                            holders of the Independent Scheme Shares
Independent Scheme Shares                                  the  Scheme  Shares, other than  any  such
                                                           shares  registered  in  the  name  of   or
                                                           beneficially  owned by  a  member  of  the
                                                           Northern Group
Interested Persons                                         in  relation to a director, his spouse  or
                                                           civil  partner and any child or step-child
                                                           of his under the age of 18 years and other
                                                           persons (including, without limit,  bodies
                                                           corporate)  whose interests that  director
                                                           is taken or treated as having by virtue of
                                                           the   application  of  Part  22   of   the
                                                           Companies Act 2006
Investec                                                   Investec  Bank plc, financial  adviser  to
                                                           Northern
KBR                                                        Keith,   Bayley,  Rogers  &  Co.  Limited,
                                                           independent financial adviser to ATI
London Stock Exchange                                      London Stock Exchange plc
Meetings                                                   the  Court Meeting and the General Meeting
                                                           and Meeting means any one of them
New ATI Shares                                             the  new  ATI  Shares  to  be  issued   to
                                                           Northern or a member of the Northern Group
                                                           pursuant to the Scheme
New Northern Shares                                        the  Northern Shares proposed to be issued
                                                           and  credited as fully paid to Independent
                                                           Scheme   Shareholders  pursuant   to   the
                                                           Proposals
Northern or the Company                                    Northern   Petroleum  plc  registered   in
                                                           England with company number 02933545
Northern Shares                                            the ordinary shares of 5 pence each in the
                                                           capital of Northern
Overseas Persons                                           ATI  Shareholders  who  are  resident  in,
                                                           ordinarily  resident in, or  citizens  of,
                                                           jurisdictions outside the UK
Panel                                                      The Panel on Takeovers and Mergers
Prohibited Territory                                       Australia,   Canada,  United   States   of
                                                           America, Japan, the Republic of Ireland or
                                                           the  Republic  of South Africa  and  their
                                                           respective territories and possessions and
                                                           any other jurisdiction where local laws or
                                                           regulations  may result in  a  significant
                                                           risk  of  civil,  regulatory  or  criminal
                                                           exposure   for   ATI   or   Northern    if
                                                           information  or  documents concerning  the
                                                           Proposals   were  to  be  sent   or   made
                                                           available to Scheme Shareholders  in  that
                                                           jurisdiction
Proposals                                                  the  proposed  recommended acquisition  by
                                                           Northern or a member of the Northern Group
                                                           of  the  entire issued and  to  be  issued
                                                           share capital of ATI not already owned  by
                                                           Northern or a member of the Northern Group
                                                           by  means  of  the Scheme and the  Capital
                                                           Reduction
Registrar of Companies                                     The  Registrar of Companies in England and
                                                           Wales
Regulatory Information Service                             any of the services approved by the London
                                                           Stock Exchange for the distribution to the
                                                           public   of  announcements  and   included
                                                           within  the list maintained on the  London
                                                           Stock          Exchange's         website,
                                                           www.londonstockexchange.com
Scheme                                                     the  scheme of arrangement proposed to  be
                                                           made  under  section 896 of the  Companies
                                                           Act  2006  to implement the Proposals,  in
                                                           its present form or with or subject to any
                                                           modification,   addition   or    condition
                                                           approved  or  imposed  by  the  Court  and
                                                           agreed to by ATI and Northern
Scheme Record Time                                         provided  that the First Court  Order  has
                                                           been   filed   with   the   Registrar   of
                                                           Companies,  6:00 p.m. on the Business  Day
                                                           immediately  prior  to  the  Second  Court
                                                           Hearing
Scheme Shares                                              ATI Shares which are:
                                                           (a)     unconditionally    allotted     or
                                                                   issued and fully paid at the  date
                                                                   of the Circular;
                                                           (b)     (if  any) unconditionally allotted
                                                                   or  issued  and fully  paid  after
                                                                   the   date  of  the  Circular  but
                                                                   before the Voting Record Time; or
                                                           (c)     issued  at  or  after  the  Voting
                                                                   Record  Time  and  prior  to   the
                                                                   Scheme Record Time, in respect  of
                                                                   which   the   original   or    any
                                                                   subsequent  holders  thereof  are,
                                                                   or  shall  have agreed in  writing
                                                                   to be, bound by the Scheme
Scheme Shareholders                                        holders of Scheme Shares
Second Court Hearing                                       the hearing by the Court of the claim form
                                                           to confirm the Capital Reduction
Second Court Order                                         the  order  of  the Court  confirming  the
                                                           Capital Reduction
Takeover Code                                              The  City  Code on Takeovers  and  Mergers
                                                           issued  by  the  Panel  on  Takeovers  and
                                                           mergers  in the United Kingdom  and,  from
                                                           time to time, any successor or replacement
                                                           body thereof
uncertificated or in uncertificated form                   recorded on the relevant register as being
                                                           held  in uncertificated form in CREST  and
                                                           title to which may be transferred by means
                                                           of CREST
United Kingdom or UK                                       the  United  Kingdom of Great Britain  and
                                                           Northern Ireland
Voting Record Time                                         6:00  p.m.  on the day which is  two  days
                                                           before  the date of the Court Meeting  or,
                                                           if  the  Court Meeting is adjourned,  6:00
                                                           p.m. on the second day before the date  of
                                                           such adjourned meeting
Wider ATI Group                                            ATI  and  the subsidiaries and  subsidiary
                                                           undertakings   of   ATI   and   associated
                                                           undertakings (including any joint venture,
                                                           partnership, firm or company in which  any
                                                           member  of the ATI Group is interested  or
                                                           any  undertaking  in which  ATI  and  such
                                                           undertakings (aggregating their interests)
                                                           have  a direct or indirect interest in  30
                                                           per  cent.  or  more of the voting  equity
                                                           capital)










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