8 Jun 2012 17:47
Northern Petroleum Plc ("Northern" or the "Company") Annual Report and Notice of Annual General Meeting
Northern is pleased to announce that the 2011 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 Skinners' Hall, 8 ½ Dowgate Hill, London, EC4R 2SP on 29 June 2012 at 10.30am 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 2011.
2. To re-appoint KPMG Audit Plc as auditors and to authorise the Directors to fix their remuneration.
3. To re-elect G L Heard (who retires from office in accordance with Article 108 of the Company's Articles) as a Director of the Company.
4. To elect Dr R W Gaisford (who retires from office in accordance with Article 113 of the Company's Articles) as a Director of the Company.
5. To elect M L Eaton (who retires from office in accordance with Article 113 of the Company's Articles) as a Director of the Company.
6. To authorise the Directors, pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to 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 £1,192,075 (being approximately 25% 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:
7. To authorise the Directors, 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 £476,830 (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).
8. 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
4,768,300, 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 BoardC J FossSecretaryRegistered Office:2nd Floor, Martin House5 Martin LaneLondonEC4R 0DPDated 7 June 2012Notes:
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 10.30am on 27 June 2012 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 / Beth McKiernan Tel: +44 (0) 131 220 6939
Westhouse Securities (Joint Broker) Tel: +44 (0) 20 7601 6100 Richard Baty / Petre Norton - Corporate Finance Sanjiv Pandya - Corporate Broking
FTI Consulting Tel: +44 (0) 20 7831 3113 Billy Clegg / Edward Westropp Bishopsgate Communications Tel: +44 (0) 20 7562 3350 Nick Rome / Shabnam Bashir Notes to Editors:
Northern is a full cycle oil and gas company currently holding over 50 licences in a number of low risk areas and is continuing with its strategy of adding and securing value for shareholders as it engages with projects at all stages of the E&P value chain.
Comprehensive information on Northern and its oil and gas operations, including all press releases, annual reports and interim reports are available from Northern's website at www.northpet.com.
XLON