Embargoed for release: 1600 on 8 June 2010
Northern Petroleum Plc
("Northern" or the "Company")
Annual Report and Notice of Annual General Meeting
Northern is pleased to announce that the 2009 Annual Report, incorporating the
Notice of Annual General Meeting ("AGM"), is now available on the Company's
website (www.northpet.com) and will shortly be posted to shareholders.
The text of the AGM Notice is reproduced in full below:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be
held at Armourers Hall, 81 Coleman Street, London EC2R 5BJ on 30 June 2010 at
10.00am for the following purposes:
To consider and, if thought fit, pass the following resolutions to be proposed
as Ordinary Resolutions:
1. To receive the report of the Directors and the audited accounts for the year
ended 31 December 2009.
2. To re-appoint KPMG Audit Plc as auditors and to authorise the Directors to
fix their remuneration.
3. To re-elect R H R Latham (who retires from office in accordance with Article
108 of the Company's Articles) as a Director of the Company.
4. To elect N J Wright (who retires from office in accordance with Article 113
of the Company's Articles) as a Director of the Company.
5a) To authorise the Directors, pursuant to and in accordance with section 551
of the Companies Act 2006 (the "Act") to allot exercise all powers of the
Company to allot ordinary shares in the capital of the Company and grant rights
to subscribe for or convert any security into ordinary shares up to a maximum
aggregate nominal value of £2,000,000 (being approximately 50% of the Company's
issued share capital as at the date of this notice), provided that such
authority shall expire at the conclusion of the next Annual General Meeting of
the Company, except that the Directors may, before such expiry, make offers or
agreements which would or might require ordinary shares to be allotted or
rights to be granted after such expiry and allot ordinary shares or grant
rights in pursuance of such offers or agreements.
To consider and, if thought fit, pass the following resolutions to be proposed
as Special Resolutions:
5b) To authorise the Drectors, pursuant to and in accordance with section 570
and 573 of the Act, to allot equity securities (as defined in section 560 of
the Act) for cash as if sub-section 561 of the Act did not apply to the
allotment of equity securities pursuant to the authority conferred on them
under section 551 of the Act up to the aggregate nominal value of £400,000
(being approximately 10% of the Company's issued share capital as at the date
of this notice), such power to expire on the earlier of the conclusion of the
next Annual General Meeting of the Company and 15 months after the date of the
resolution (but so as to enable the Company, before the expiry of such power,
to make offers or agreements which would or might require equity securities to
be allotted after such expiry and to enable them to allot equity securities for
cash pursuant to such offers or agreements as if the power conferred thereby
had not expired).
6. To authorise the Company, generally and unconditionally, to make market
purchases (within the meaning of section 693(4) of the Act) pursuant to and in
accordance with section 701 of the Act of fully paid ordinary shares in the
capital of the Company upon and subject to the following conditions but
otherwise unconditionally:
a. the maximum number of ordinary shares hereby authorised to be purchased is
4,000,000, which is approximately 5% of the ordinary share capital of the
Company as at the date of this notice;
b. the maximum price which may be paid for each such ordinary share shall be
an amount no more than 105% of the average of the middle market quotations
for an ordinary share as derived from the Alternative Investment Market of
the London Stock Exchange for the five business days immediately preceding
the day on which such ordinary share is contracted to be purchased
(excluding expenses) and the minimum price which may be paid for such
ordinary share shall be the nominal value of such ordinary share at the
time of such purchase (excluding expenses); and
c. unless previously varied, revoked or renewed, the authority conferred by
this resolution shall expire on the earlier of the date 15 months after the
passing of this resolution and at the conclusion of the next Annual General
Meeting of the Company after the date on which this resolution is passed,
provided that the Company may before such expiry date enter into a contract
to purchase ordinary shares under this authority which will or may be
completed or executed wholly or partly after the expiration of such
authority and may make a purchase of ordinary shares in pursuance of such
contract.
By order of the Board
C J Foss
Secretary
Registered Office:
2nd Floor, Martin House
5 Martin Lane
London EC4R 0DP
Dated 7 June 2010
Notes:
1. A member of the Company entitled to attend and vote at the meeting convened
by this Notice may appoint a proxy to attend and vote on a poll in his stead. A
proxy need not be a member of the Company. A member may appoint more than one
proxy provided that such appointment is in respect of voting rights attaching
to different shares.
2. To be valid, the enclosed Form of Proxy must be completed and lodged
together with the Power of Attorney or any other authority (if any) under which
it is signed, or a notarially certified copy thereof, at the offices of the
Company's Registrars, Neville Registrars Limited, Neville House, 18 Laurel
Lane, Halesowen, West Midlands B63 3DA not less than forty eight hours before
the time appointed for holding the meeting.
3. Completion of the proxy does not preclude a member from attending and voting
at the meeting if they so wish.
4. The Company, pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, hereby specifies that only those shareholders registered on
the Register of Members of the Company at 10.00am on 28 June 2010 shall be
entitled to attend or vote at the meeting in respect of shares registered in
their name at the time. Changes to entries on the relevant Register of Members
after this time shall be disregarded in determining the rights of any person to
attend or vote at the meeting, notwithstanding any provisions in any enactment,
the articles of association of the Company or other instrument to the contrary.
---ENDS---
For further information please contact:
Northern Petroleum Plc Tel: +44 (0) 20 7469 2900
Chris Foss, Company Secretary
Cenkos Securities (NOMAD and Joint Broker)
Jon Fitzpatrick Tel: +44 (0) 20 7397 8900
Ken Fleming Tel: +44 (0) 131 220 6939
Jefferies International (Joint Broker) Tel: +44 (0) 20 7029 8000
Chris Snoxall
Financial Dynamics Tel: +44 (0) 20 7831 3113
Billy Clegg / Edward Westropp
Bishopsgate Communications Tel: +44 (0) 20 7562 3350
Nick Rome / Michael Kinirons
Notes to Editors:
Further information on Northern is available at www.northpet.com.