16th May 2006 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA OR THEREPUBLIC OF IRELAND.16 May 2006Northern Petroleum plc ("Northern" or "the Group" or "the Company")Placing of 15,384,616 new Ordinary Shares at 130p per new Ordinary Share (the"Placing Price") to raise ‚£20.0 million gross for the Company ("the Placing")THE PLACINGThe Board of Northern Petroleum plc today announces that it has raised ‚£20.0million gross (‚£19.0 million net of expenses) by way of a conditional placingof 15,384,616 new Ordinary Shares at a price of 130p per share. The netproceeds of the Placing will be used primarily to fund the Group's developmentand exploration projects in the Netherlands, and will also be used to fund thefurther development of the Group's Italian, UK and other ventures.The Placing has been made pursuant to the authority granted by shareholders on5 August 2005. Application will be made for the admission of the new OrdinaryShares to the AIM Market of the London Stock Exchange and it is expected thatsuch admission will take place on 19 May 2006.Northern is also delighted to announce the appointment of Panmure Gordon(Broking) Limited ("Panmure Gordon & Co") as joint broker to the Company withimmediate effect. Investec and Panmure Gordon & Co acted as joint brokers tothe Placing. Investec also acted as nominated adviser to the Placing.BACKGROUND TO THE PLACINGTHE NETHERLANDS - Agreements with NAMIn June 2005, Northern announced that its wholly owned subsidiary, NPNetherlands B.V. ("NPN") had entered into agreements with Nederlandse AardolieMaatschappij B.V. ("NAM"), a company jointly owned by Shell and ExxonMobil,involving cooperation onshore Netherlands concerning a number of onshorediscoveries and exploration prospects. Under these agreements an initialpackage of up to eight undeveloped oil discoveries would, following exercise ofNPN's options, be transferred to NPN who would assume operating responsibilityafter the receipt of government approvals. The agreements also provided for NPNto acquire 50% of NAM's interests in up to seven additional onshore explorationareas where NAM had identified gas prospects.In August and December 2005, Northern announced that NPN had, following duediligence, exercised its options under these agreements covering what itbelieved to be the five most commercially attractive discoveries, beingGeesbrug, Ottoland, Grolloo, Brakel and Andel.Under these agreements, Northern will fund 100% of the development of thesediscoveries and receive 100% pay-back of its costs plus an uplift of 30%,thereafter splitting all future pre-tax profits equally with NAM. The DutchMinister of Economic Affairs has the right to designate Energie BeheerNederland B.V. ("EBN"), a State owned company, as a 40% participant in eachproject in return for a pro-rata share of sunk exploration costs and a pro-ratashare of all future costs of each project in which it participates.In March 2006, Northern announced the completion of a report carried out by RPSEnergy ("RPS") on the five NAM discoveries. The reserve estimates set out inthat report are detailed in the table below. Gross reserves Proved Proved + probable Proved + probable + possible Oil 6.3 MMstb 11.6 MMstb 19.0 MMstb Gas 210.1bscf 364.9bscf 544.6 bscf The reserves in the above table are stated gross prior to the potential 40%participation by EBN. NPN's interests will also be subject to a NAM 50% NetProfits Interest after Northern has recovered 130% of its capital costs.Northern is currently awaiting formal government transfer of NAM's interests inthese licences to NPN at which point it will become operator. The transfer isawaiting due process, however the transfer is not a pre-condition to theagreements.Under its agreements with NAM, NPN has also agreed to farm-in to the Steenwijkexploration prospect in the Schoonebeek production licence area and in to threefurther near field exploration wells within the Drenthe and Andel II licenceareas. NPN will earn these interests by drilling and covering the combined NAMand NPN expenses of four exploration wells and will, subject to Governmentconsent, assume operatorship of the activities in the Drenthe and Andel IIexploration part-areas. The agreements provide for NPN to recover all dry holecosts out of the pre-tax revenues from future discoveries and thereafter sharethe profits from the licence interests on an equal basis with NAM. Northernanticipates the drilling of the Steenwijk well by NAM later this year and thesecond exploration well during 2007.PAPEKOPIn January 2005 the Northern application for a production licence to developthe Papekop oil and gas discovery, drilled and tested in 1986 by NAM, wasgazetted in the EU bulletin but was subsequently contested. In November 2005Northern was advised that the Mining Council of the Netherlands, the Mijnraad,recommended to the Minister of Economic Affairs that the Papekop licence beawarded to NPN. As in respect of the NAM discoveries, the Dutch Minister ofEconomic Affairs has the right to designate EBN, as a 40% participant uponaward of any licence on the terms outlined above. The due process is currentlyunderway and initiation of this project awaits formal award of this licence toNPN. On a gross basis, prior to the potential 40% participation by EBN, thefield reserves are summarised below: Gross reserves Proved Proved + probable Proved + probable + possible Oil 4.0MMstb 9.7MMstb 20.0MMstb Gas 30.0Bscf 38.3Bscf 45.0Bscf FIELD INFORMATIONNPN's development interests comprise six separate accumulations, each with asingle well penetration. Four of the accumulations (Papekop, Brakel, Andel andOttoland) have Triassic Bunter Sandstone reservoirs and the remaining two(Grolloo and Geesbrug) have Zechstein and Carboniferous reservoirs. TheRotliegend reservoir is also present in Geesbrug. All accumulations are infault bounded structural traps. All but part of the Ottoland discovery arecovered by 3D seismic surveys.DEVELOPMENT PLANNorthern anticipates swiftly progressing the development of the discoveriesfollowing the formal transfer of licences to NPN.NPN's proposed development of the assets can be split into two distinct groups,the first being Andel, Geesbrug, Brakel and Grolloo, which are to be developedas gas fields with the gas being converted into electric power on site. Thesecond group comprises the Papekop and Ottoland discoveries, which are to bedeveloped as oilfields and the associated gas converted to electric power onsite.The detailed scheme of development and the timetable will only be finalisedfollowing further consultations with the local community, authorities andpartners as required. The Company is committed to meet or improve upon alllegislated environmental, heath and safety standards and will design itsoperations to be a good neighbour.All fields have existing sites and access roads. Initial development requires asidetrack in Papekop while the other five fields are planned to be producedinitially from the existing wells.Following the grant or transfer of the licences, the key tasks in achievingthis development timetable will be securing the necessary permissions. Subjectto planning consents, Northern is targeting first production in Q1 2007. Basedupon preliminary development schemes, the Company forecasts reaching combinedgross field production levels on proven plus probable reserves of 1,000 bopdand 40MW of electricity by the end of 2007, rising to 5,500 bopd, 50MW ofelectricity and 48mmscfd of gas by 2010.PROJECT FINANCE FACILITYIn March 2006, Northern announced that the credit committee of Standard Bankplc ("Standard") had approved the terms of a project finance facility of up toEUR40 million for NPN. Up to EUR35 million will be made available to fund thecapital cost (including a contingency for cost overruns) of bringing the sixonshore oil and gas properties in the Netherlands to production. A further EUR5million working capital facility will be made available once NPN has reachedfirst production. The facility will have an initial duration of 60 months fromfirst drawdown of funds, with repayments to commence six months after scheduledfirst production. Drawdown remains subject to completion of the usualfacilities documentation and satisfying the terms of the facility, which arenormal for this type of transaction. The Standard facility will cover 65% ofNPN's share of the development cost of bringing the six discoveries intoproduction.Upon signature of the facilities documentation, it has been agreed thatStandard will be issued, subject to certain lock-in provisions, with threemillion warrants at prices based upon trade weighted prices of Northern'sshares at various times within the agreement process.ITALYNorthern has a substantial portfolio of exploration interests on and offshoreItaly. The portfolio comprises ten licences and eleven licence applications, onall of which Northern has been invited to submit an environmental impact study.In total the interests cover an area in excess of 11,000 km‚², and are locatedpredominantly in the Po Valley, the Southern Adriatic and offshore Sicily.Northern is operator of each licence and holds a total economic interest ofapproximately 69%, comprising a 100% direct licence interest reduced by ATI OilPlc ("ATI") having a 50% beneficial interest through an agreement with Northernbut Northern has and a further interest of approximately 19% through its 37.94%shareholding in ATI Oil Plc ("ATI"), its partner in Italy, which is quoted onOfex. The current market value of this investment is approximately ‚£9.5million.In February 2006, Northern announced that it was preparing the necessaryenvironmental impact studies in respect of three licence applications in theSicily Channel, two in the Southern Adriatic and one offshore Calabria. TheSouthern Adriatic assets contain three undeveloped oil discoveries drilled byEnterprise Oil and Agip/ENI and the offshore Calabria block contains threeundeveloped gas discoveries drilled by Agip/ENI. The three uncontestedapplications to the west of Sicily strengthen Northern's position in theApennine-Maghreb thrust belt in Italian waters, now covering an area of 5,083km‚². This thrust belt is productive in the Southern Apennines with the largefields at Monte Alpi and Tempa Rossa, in Sicily with the Gagliano gas field andmore recently in Algeria.Subject to permits, Northern expects to commence a 2D seismic survey over itsGR.17.NP, GR.18.NP, GR.19.NP, CR.147.NP and CR.146-NP licences to the west andsouth of Sicily during the third quarter of 2006 with a view to furtheradvancing existing prospects and leads and identifying additional explorationprospects. Preliminary technical work has already commenced on the SouthernAdriatic and offshore Calabrian oil and gas discoveries to enable a programmeof drilling appraisal wells at an early stage after the final licence decrees.The Directors believe this portfolio, the equivalent of more than 60 North Seablocks, provides the Group with significant short and medium term appraisal andexploration opportunities.UK ONSHORENorthern has a portfolio of exploration, appraisal and production interests insouth east England. Near term activity will be focused on the Group's WealdBasin assets, upon which Exploration Consultants Limited ("ECL") issued areport during April 2005. The reserve estimates set out in that report were asfollows: Gross reserves Proved Proved + probable Proved + probable + possible Oil 1.27MMstb 3.6MMstb 26.5MMstb Northern anticipates drilling, as operator, one appraisal well within PEDL 126and one exploration well in PEDL 155. It is also involved, holding a 5%interest, in the further appraisal of the Avington discovery. Northern willalso continue to further progress its other operated licences with a view toadding to its inventory of future appraisal and exploration wells.CURRENT TRADING AND PROSPECTSThe result for the year ended 31 December 2005 is anticipated to be in linewith the Board's expectations. Trading for the first four months of 2006 isalso in line with expectations.FURTHER INFORMATION ON THE PLACINGThe Company made arrangements to raise ‚£20.0 million gross (‚£19.0 million netof expenses) by way of a placing of 15,384,616 new Ordinary Shares (the"Placing Shares") at a price of 130p per share. The new Ordinary Shares willrepresent approximately 17.0% of the enlarged issued share capital of theCompany. The Placing Price of 130p represents a discount of 7.1% to the closingmid-market price of 140p as at 15 May 2006. Investec and Panmure Gordon & Cohave conditionally placed the Placing Shares with institutional investors. ThePlacing has been fully underwritten by Investec and Panmure Gordon & Copursuant to the terms of the placing agreement entered into by the Company,Investec and Panmure Gordon & Co (the "Placing Agreement"). Following thePlacing there will be 69.6 million Ordinary Shares in issue.The Company has existing authorities in place to allow the issue of theseshares for cash on a non-pre-emptive basis and the Placing therefore does notrequire additional shareholder approvals. The Placing is conditional, interalia, on the admission of the new Ordinary Shares to the AIM Market of theLondon Stock Exchange ("Admission"). On Admission, the new Ordinary Shares willrank pari passu in all respects with the existing ordinary shares in Northern.The Placing has only been made to persons falling within article 19 and article49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order2005 (the "FPO") who are also qualified investors for the purposes of section86 of FSMA and no other person may now participate in the Placing or rely onany communication relating to it.Derek Musgrove, Managing Director, commented:"We are ready to progress a number of our projects, principally in theNetherlands but also in Italy, UK and Guyane.We now face a very active period but with the confidence that we have recruitedan experienced and committed team to meet and enjoy the challenge. It is alsoappropriate to re-affirm Northern's commitment to high environmental, health,safety and ethical standards. We are often dealing with activities affectinglocal communities and we will endeavour to progress our assets in theconfidence that we are being good neighbours."The reserve estimates reported are based on the joint reserve and resourcedefinitions of the Society of Petroleum Engineers, the World Petroleum Congressand the American Association of Petroleum Geologists. In accordance with theAIM Rules - Guidance for Mining and Oil & Gas Companies, the informationcontained in this announcement has been reviewed and signed off by theExploration Manager of Northern, Mr Graham Heard BSc (Hons), who has over 30years experience as a petroleum geologist.Northern Petroleum PlcDerek Musgrove, Managing DirectorTel: 07876 764 370Chris Foss, Finance DirectorTel: 07876 764 370Investec Tel: 020 7597 5000Michael Ansell / Patrick RobbPanmure Gordon & CoTim Linacre / Katherine RoeTel: 020 7459 3600Hansard CommunicationsChris Roberts / Ben SimonsTel: 020 7245 1100 Appendix Terms and Conditions of and Important Information relating to the PlacingBy participating in the Placing and acquiring Placing Shares in the capital ofthe Company placees will be deemed to have read and understood this Appendix inits entirety and to be making such offer to acquire Placing Shares on the termsand conditions, and to be providing the representations, warranties andacknowledgements, contained in this Appendix.The Placing and the terms and conditions herein, are directed exclusively atinvestment professionals (within Article 19(5) of the FPO) and high net worthcompanies, unincorporated associations etc (within Article 49 of the FPO)(suchcategories of investors being referred to as "Relevant Persons") who are alsoqualified investors for the purposes of section 86 of the Financial Servicesand Markets Act 2000 ("FSMA"). No person other than Relevant Persons contactedby Investec or Panmure Gordon & Co may participate in the Placing or rely onany communication relating to it. Accordingly, this announcement is exempt fromthe general restriction set out in Section 21 of FSMA on the communication ofinvitations or inducements to engage in investment activity and has not beenapproved by a person who is authorised under the FSMA.Members of the public are not entitled to take part in the Placing and thisannouncement is communicated to them for the purposes of information only. Theoffer of the Placing Shares has not been made to the public for the purposes ofthe Prospectus Rules. This announcement and the terms and conditions hereinmust not be relied on, acted on or responded to by persons who are not RelevantPersons.This announcement and Appendix do not constitute an offer to sell or issue orsolicitation of an offer to buy or subscribe for new Ordinary Shares in anyjurisdiction, including, without limitation, the United Kingdom, the UnitedStates, Canada, Australia, Japan and the Republic of Ireland. This announcementand the information contained herein are not for publication or distribution,directly or indirectly, to persons in the United States, Canada, Australia,Japan, the Republic of Ireland or in any jurisdiction in which such publicationor distribution is unlawful. The Placing Shares referred to in thisannouncement have not been and will not be registered under the US SecuritiesAct of 1933 ("the Securities Act") and may not be offered or sold within theUnited States absent registration or an exemption from registration. Anyoffering to be made in the United States will be made to qualifiedinstitutional buyers ("QIBs") within the meaning of Rule 144A under theSecurities Act in compliance with Section 4(2) of the Securities Act. ThePlacing Shares are to be offered and sold outside the United States inaccordance with Regulation S under the Securities Act.The distribution of this announcement and the placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. Persons towhose attention this announcement has been drawn are required by the Company,Investec and Panmure Gordon & Co to inform themselves about and to observe anysuch restrictions.Any acquisition or application for Ordinary Shares by placees should only bemade on the basis of information contained in this document.The PlacingUnder the Placing, Investec and Panmure Gordon & Co on behalf of the Company,have conditionally placed 15,384,616 new Ordinary Shares at the Placing Priceto raise approximately ‚£20.0 million (or approximately ‚£19.0 million net ofexpenses).Application has been made to the London Stock Exchange for the admission of thePlacing Shares to trading on AIM. It is expected that Admission will occur andthat dealings will commence on 19th May 2006 at which time it is also expectedthat the Placing Shares will be enabled for settlement in CREST.Prospective Placees will be contacted by Investec and/or Panmure Gordon & Co toinvite them to submit a bid in the Placing process. If a bid is successful, thePlacee's allocation will be confirmed to it orally following the close of thePlacing process, and a conditional contract note will be dispatched as soon aspossible thereafter. Investec's or Panmure Gordon & Co's oral confirmation tothe Placee after the Placing process has closed in connection with thisannouncement will constitute a legally binding commitment upon the Placee tosubscribe for the number of Placing Shares allocated to it on the terms andconditions set out in this Appendix. Investec and Panmure Gordon & Co arearranging the Placing as agents of the Company. Participation will only beavailable to persons invited to participate by Investec or Panmure Gordon & Co.Terms of the Placing AgreementPursuant to the Placing Agreement, Investec and Panmure Gordon & Co have eachagreed to use their reasonable endeavours to place the Placing Shares withplacees selected by them. Investec and Panmure Gordon & Co have further agreedto themselves subscribe such number of the Placing Shares for which they failto procure placees.The Placing is conditional upon, inter alia, Admission and on the PlacingAgreement having become unconditional and not having been terminated inaccordance with its terms prior to Admission. If the conditions of the PlacingAgreement are not fulfilled or waived on or before 8.00 am on 19th May 2006 (orsuch later time and date as the Company, Investec and Panmure Gordon & Co mayagree, being no later than 8.00 am on 31st May 2006) the Placing will notbecome unconditional and any placing monies paid in advance will be returned tothe placees, without interest, as soon as practicable thereafter.In consideration of their services in connection with the Placing, the Companywill pay to each of Investec and Panmure Gordon & Co a commission of a certainpercentage of the aggregate value, at the Placing Price, of the Placing Shares.The Placing Agreement contains warranties given by the Company with respect tothe Group, its businesses and certain matters connected with the Placing.Investec and Panmure Gordon & Co are entitled to terminate the PlacingAgreement in certain circumstances prior to Admission, principally in the eventthat any of the warranties contained therein are, or become, materially untrue,inaccurate or misleading or if an event of force majeure arises. In addition,the Company has given an indemnity to Investec and Panmure Gordon & Co inrespect of, amongst other things, the performance by Investec and PanmureGordon & Co of their services in connection with the Placing and theapplication on behalf of the Company to the London Stock Exchange forAdmission.The exercise by Investec and Panmure Gordon & Co of any right of terminationunder the Placing Agreement shall be within their absolute discretion andneither Investec nor Panmure Gordon & Co shall have any liability to anyPlacee, or any other person for whom any Placee is subscribing Placing Shares,in respect of any decision which either may make as to whether or not toexercise any right of termination or any of their other rights under thePlacing Agreement.GeneralThese terms and conditions apply to persons making an offer to subscribe forPlacing Shares under the Placing. Each person to whom these conditions apply,as described above, who confirms his agreement to either Investec or PanmureGordon & Co to subscribe for Placing Shares (which may include Investec and/orPanmure Gordon & Co and/or its nominee(s)) hereby agrees with each of Investec,Panmure Gordon & Co and the Company to be bound by these terms and conditionsas being the terms and conditions on which the Placing Shares will be issuedunder the Placing. A Placee shall, without limitation, become so bound ifeither Investec or Panmure Gordon & Co confirms to it (i) the Placing Price and(ii) its allocation (the "Confirmation").Conditional on (i) Admission occurring on 19th May 2006 or such later date asthe Company, Investec and Panmure Gordon & Co may agree (not being later than31st May 2006), and (ii) the Confirmation, each Placee agrees to subscribe forthe number of Placing Shares allocated to it, at the Placing Price. To thefullest extent permitted by law, each Placee acknowledges and agrees that itwill not be entitled to exercise any remedy of rescission at any time. Thisdoes not affect any other rights a Placee may have. A conditional contract notewill be dispatched as soon as possible following the Confirmation.Each Placee undertakes to pay the Placing Price for the Placing Shares issuedto such Placee on a delivery versus payment ("DVP") basis within CREST as shallbe directed by Investec or Panmure Gordon & Co. Liability for stamp duty andstamp duty reserve tax is described below. In the event of failure by anyPlacee to pay as so directed, the relevant Placee shall be deemed hereby tohave appointed Investec and/or Panmure Gordon & Co or any nominee of Investecand/or Panmure Gordon & Co to sell (in one or more transactions) any or all ofthe Placing Shares in respect of which payment shall not have been made asdirected by Investec or Panmure Gordon & Co.This announcement is the sole responsibility of the Company. Investec is actingas nominated adviser and joint broker to the Company and to no other person inrelation to the Placing. Panmure Gordon & Co is acting as joint broker to theCompany and to no other person in relation to the Placing. Neither Investec norPanmure Gordon & Co will be responsible to any person other than the Companyfor providing the protections afforded to the customers of Investec and/orPanmure Gordon & Co nor for advising any person other than the Company on thetransactions and arrangements referred to in this document.No offering document or prospectus has been or will be submitted to be approvedby the UKLA in relation to the Placing and the Placees' commitments will bemade solely on the basis of the information contained in this announcement.Each Placee, by accepting a participation in the Placing, agrees that thecontent of this announcement is exclusively the responsibility of the Companyand confirms that it has neither received nor relied on any other information,representation, warranty or statement made by or on behalf of Investec, PanmureGordon & Co or the Company and neither Investec, Panmure Gordon & Co or theCompany will be liable for any Placee's decision to accept this invitation toparticipate in the Placing based on any other information, representation,warranty or statement which the Placee may have obtained or received. EachPlacee acknowledges and agrees that it has relied on its own investigation ofthe business, financial or other position of the Company in deciding toparticipate in the Placing. Nothing in this paragraph shall exclude theliability of any person for fraudulent misrepresentation.By participating in the Placing, each Placee irrevocably represents, warrantsand undertakes to Investec and Panmure Gordon & Co (for themselves and asagents of the Company) that:(a) it and/or each person on whose behalf it is participating (in whole or inpart) in the Placing or to whom it allocates its Placing Shares in whole or inpart:(i) has the capacity and authority and is entitled to enter into and performits obligations as a subscriber of Placing Shares and will honour suchobligations; and(ii) has fully observed all laws of relevant jurisdictions and obtained allnecessary governmental or other consents in either case which may be requiredin relation to the subscription by it of Placing Shares;(b) it is not a person who is resident in, or a citizen of, the United States,Canada, Australia, the Republic of Ireland or Japan (or an agent or nominee ofsuch a person) or a corporation, partnership or other entity organised underthe laws of any such jurisdiction (or an agent or nominee of such a person);(c) it is a Relevant Person and a qualified investor for the purposes ofsection 86 of FSMA;(d) in agreeing to subscribe for Placing Shares it has received and read thisdocument including this Appendix and is not relying on any information,representation or warranty relating to the Placing, the Placing Shares or theCompany other than as contained in this document and it has not relied on andis not relying on any representation or warranty or agreement by Investec,Panmure Gordon & Co or the Company or any of their respective directors,employees or agents or any other person except as set out in the express termsherein;(e) save where either Investec or Panmure Gordon & Co has been given priorwritten notice to the contrary, in participating in the Placing it is acting asprincipal and for no other person and that its acceptance of that participationwill not give any other person a contractual right to require the issue by theCompany of any of the Placing Shares;(f) it irrevocably confirms Investec's and Panmure Gordon & Co's discretionwith regard to the Placing Agreement and agrees that neither Investec norPanmure Gordon & Co owes it any fiduciary duties in respect of any claim it mayhave relating to the Placing;(g) it acknowledges that the Placing Shares have not been and will not beregistered under the Securities Act or under the securities laws of any Stateof the United States, that the relevant clearances have not been and will notbe obtained from the Securities Commission of any province of Canada and thatthe Ordinary Shares have not been and will not be registered under thesecurities laws of Australia, the Republic of Ireland or Japan and, therefore,the Placing Shares may not, subject to certain exceptions, be directly orindirectly offered or sold in the United States, Canada, Australia, theRepublic of Ireland or Japan;(h) it acknowledges and agrees that neither it nor any affiliate, nor anyperson acting on its or any affiliate's behalf, has or will offer, sell, takeup, renounce, transfer or deliver directly or indirectly any Placing Shareswithin the United States, Canada, Australia, the Republic of Ireland or Japanor offer, sell, take up, renounce, transfer or deliver in favour of a residentof the United States, Canada, Australia, the Republic of Ireland or Japan;(i) it has not offered or sold and will not offer or sell any Placing Shares inthe United Kingdom prior to Admission except in circumstances which have notresulted and will not result in an obligation to publish an approved prospectusarising under section 85(1) of the FSMA or a breach of such section;(j) it has complied with all relevant laws of all territories, or obtained allrequisite governmental or other consents which may be required in connectionwith its participation in the Placing; that it has complied with all requisiteformalities and that it has not taken any action or omitted to take any actionwhich will or may result in Investec, Panmure Gordon & Co, the Company or anyof their respective directors, officers, agents, employees or advisors actingin breach of the legal and regulatory requirements of any territory inconnection with the Placing or its application; that it is not in a territoryin which it is unlawful to make an offer to subscribe for Placing Shares; andthat it will pay any issue or other taxes due under any relevant non-UK laws;(k) it acknowledges and agrees in connection with its participation in thePlacing that neither Investec nor Panmure Gordon & Co is acting for it inrelation to the Placing or otherwise and that neither Investec nor PanmureGordon & Co will have any duties or responsibilities to it for providing theprotections afforded to their customers or for advising it with regard to thePlacing or the Placing Shares, nor do the contents of this announcementconstitute the giving of investment advice by either Investec or Panmure Gordon& Co to it and nor does it expect Investec or Panmure Gordon & Co to have aduty to it similar or comparable to the "best execution", "suitability" and"risk warnings" rules of The Financial Services Authority;(l) it has obtained all necessary consents and authorities to enable it to giveits commitment to subscribe for Placing Shares and to perform its obligationsas set out herein;(m) save where Investec or Panmure Gordon & Co has been given prior writtennotice to the contrary, it is not a person falling within subsections (6), (7)or (8) of sections 67 or 70 or subsections (2) and (3) of section 93 orsubsection (1) of section 96 of the Finance Act 1986 (or an agent or nominee ofsuch person);(n) save where Investec or Panmure Gordon & Co has been given prior writtennotice to the contrary, the issue of Placing Shares to it (whether asprincipal, agent or nominee) will not be subject to stamp duty or stamp dutyreserve tax at the increased rates referred to in sections 67 or 93 (DepositaryReceipts) or sections 70 or 96 (Clearance Services) of the Finance Act 1986;(o) in the case of a person who confirms to either Investec or Panmure Gordon &Co on behalf of a Placee an agreement to subscribe for Placing Shares and/orwho settle with Investec or Panmure Gordon & Co on a DVP basis, that personrepresents and warrants that he has authority to do all such acts on behalf ofthe Placee;(p) to the extent that a Placee is subscribing for Placing Shares on behalf ofa third party and prior written notice of such matter has been given toInvestec or Panmure Gordon & Co as contemplated by paragraph (e) of thisappendix:(i) such Placee has carried out applicable procedures to verify the identity ofsuch third party for the purposes of the Money Laundering Regulations 2003 (the"Regulations");(ii) such Placee has complied fully with its obligations pursuant to theRegulations; and(iii) such Placee will provide Investec and/or Panmure Gordon & Co on demandwith any information it might require for the purposes of verification underthe Regulations;(q) it is aware of, has complied with and will comply with its obligations inconnection with money laundering under the Proceeds of Crime Act 2002 andinsider dealing under the Criminal Justice Act 1993;(r) it acknowledges that the issue of the Placing Shares to it will be issuedsubject to the terms and conditions set out herein;(s) it has read this announcement;(t) acknowledges that no offering document or prospectus has been prepared inconnection with the placing of the Placing Shares;(u) acknowledges that the content of this announcement is exclusively theresponsibility of the Company and that neither Investec, Panmure Gordon & Co.nor any person acting on their behalf is responsible for or shall have anyliability for any information, representation or statement relating to theCompany contained in this announcement or any information previously publishedby or on behalf of the Company and will not be liable for any Placee's decisionto participate in the Placing based on any information, representation orstatement contained in this announcement or otherwise; and(v) represents and warrants that it has not received a prospectus or otheroffering document and has not relied on any information other than informationcontained in this announcement or any information previously published by or onbehalf of the Company and acknowledges and agrees that it has relied on its owninvestigation of the business, financial or other position of the Company indeciding to participate in the Placing.In the event that a Placee is not able to give the warranties in (m) and (n)above, stamp duty or stamp duty reserve tax may be chargeable or may bechargeable at a higher rate. Neither Investec, Panmure Gordon & Co nor theCompany will be responsible for any resulting liability to stamp duty or stampduty reserve tax, which shall be for the account of the Placee and in respectof which the Placee agrees to indemnify, and keep indemnified, Investec,Panmure Gordon & Co and the Company.Each Placee irrevocably appoints any duly authorised officer of Investec andPanmure Gordon & Co as its agent for the purpose of executing and delivering tothe Company and/or its registrars any documents on its behalf necessary toenable it to be registered as the holder of any of the Placing Shares offeredto it.Settlement of the transactions in the Placing Shares following Admission willtake place within the CREST system against either Panmure Gordon & Co's CRESTaccount 83801 or Investec's CREST account 331.Investec and Panmure Gordon & Co will endeavour to meet the demands of thosePlacees indicating that they wish to hold their Placing Shares in certificatedform.In the case of a joint agreement to subscribe for Placing Shares, references toa Placee in these terms and conditions are to each Placee who is a party tosuch agreement and each such Placee's liability is joint and several.These terms and conditions and all documents and agreements into which theseterms and conditions are incorporated by reference or otherwise validly form apart will be governed by and construed in accordance with English law. For theexclusive benefit of Investec, Panmure Gordon & Co and the Company, each Placeeirrevocably submits to the exclusive jurisdiction of the English courts inrespect of these matters. This does not prevent an action being taken againstthe Placee in another jurisdiction.ENDNORTHERN PETROLEUM PLCRelated Shares:
Cabot Energy