31 May 2007 07:05
Embargoed for release: 0705 on 31 May 2007
Northern Petroleum Plc ("Northern" or "the Company") Annual Report and Notice of Annual General Meeting
Northern is pleased to announce that the 2006 Annual Report, incorporating the Notice of Annual General Meeting ("AGM"), is now available on the Company's website (www.northpet.com) and will be posted tomorrow, 1 June, 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 the offices of Panmure Gordon & Co. , 155 Moorgate, London, EC2M 6XB on 27 June 2007 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 2006.
2. To re-appoint BDO Stoy Hayward LLP 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 A N Brewer (who retires from office in accordance with Article 113 of the Company's Articles) as a director of the Company.
5. To elect G L Heard (who retires from office in accordance with Article 113 of the Company's Articles) as a director of the Company.
6a) To authorise the directors, pursuant to and in accordance with section 80 of the Companies Act 1985 (the "Act") to allot relevant securities (as defined by the said section 80) up to a maximum aggregate nominal value of ‚£1,760,500 (being 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 Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry.
To consider and, if thought fit, pass the following resolutions to be proposed as Special Resolutions:
6b) To authorise the directors be, pursuant to and in accordance with section 95 of the Act, to allot equity securities (as defined in section 94 of the Act) for cash as if sub-section 89(1) of the Act did not apply to the allotment of equity securities pursuant to the authority conferred on them under section 80 of the Act up to the aggregate nominal value of ‚£880,250 (being 25% of the Company's issued share capital as at the date of this notice, of which 8.8% is potentially attributable to warrantholders), 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 the to allot equity securities for cash pursuant to such offers or agreements as if the power conferred thereby had not expired).
7. Subject to the confirmation of the High Court, to cancel the amount standing to the credit of the share premium account of the Company.
8. To authorise the Company, generally and unconditionally, to make market purchases (within the meaning of section 163 of the Companies Act 1985) pursuant to and in accordance with section 166 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
3,500,000, which is anticipated to represent approximately 5% of the
ordinary share capital of the Company as at 27 June 2007;
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.
9. To replace Article 168 of the Company's Articles of Association with the following:
"The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his address in the Register or by leaving it at that address or by electronic mail to an address notified by the shareholder in writing or via a website the address of which shall be notified to the member in writing. In the case of joint holders of a share, all notices and other documents shall be given to the joint holder whose name stands first in the Register in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. Any notice or other document sent by electronic mail shall be deemed as being delivered at the time it was sent. Any notice or other document sent by a website shall be deemed as being delivered when the material was first made available on the website, or if later when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website."
By order of the BoardC J FossSecretaryRegistered Office:No.1 CornhillLondonEC3V 3NDDated 15 May 2007Notes:
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.
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 register of directors' shareholdings kept by the Company under section
325 of the Companies Act 1985 shall be available for reference at the
commencement of and during the continuance of the meeting to any person
attending the meeting.
5. 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 25 June 2007 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.
6. The Company, pursuant to Regulation 41(3) of the Uncertificated Securities
Regulations 2001, hereby gives notice of its determination that only those shareholders registered on the Register of Members of the Company at the close of business on the date of this notice shall be entitled to receive notice of this meeting. -Ends-
For further information please contact:
Northern Petroleum Plc Tel: +44 (0) 20 7743 6080
Chris Foss, Finance Director
Bishopsgate Communications Limited Tel: +44 (0) 20 7562 3350
Nick Rome / Maxine Barnes
NORTHERN PETROLEUM PLC