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Recommended Offer for ATI Oil plc

3rd Apr 2009 16:03

RNS Number : 1372Q

Northern Petroleum PLC

03 April 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

ATI Oil plc

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

Investec (financial adviser to Northern)
Patrick Robb Avital Lobel Michael Ansell	Tel: +44 (0)20 7597 5000

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

ATI Oil plc

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.

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:

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);

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

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 Shareholder	Warrants over ATI Shares held by Shareholder
Richard Latham, Chairman of Northern	100,000	0
Derek Musgrove, Managing Director of Northern and Chairman of ATI	0	1,000,000
Chris Foss, Director of both Northern and ATI	5,000	1,000,000
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.

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.

FORWARD LOOKING STATEMENTS

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.

OVERSEAS TERRITORIES

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.

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:

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);

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;

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

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):

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;

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;

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;

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;

any member of the Wider ATI Group ceasing to be able to carry on business under any name under which it presently does so;

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

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:

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;

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;

(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;

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;

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;

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;

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);

(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;

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;

waived or compromised or settled any claim, other than in the ordinary course of business;

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;

made any amendment to its memorandum or articles of association;

proposed a voluntary winding up;

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;

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

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):

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;

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;

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;

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

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:

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

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;

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

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:

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.

The Closing Prices of the ATI Shares are derived from PLUS Markets for the relevant dates.

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)

This information is provided by RNS

The company news service from the London Stock Exchange

END

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