Nautical Petroleum plc is an independent hydrocarbon exploration and development company listed on the London AIM. The company's mission is to acquire, develop and add value to discovered heavy oil, initially on the United Kingdom Continental Shelf.

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Hardman & Co. Research note

Capricorn Energy Limited ("Capricorn"), a wholly-owned subsidiary of Cairn Energy PLC ("Cairn")

for

Nautical Petroleum plc ("Nautical")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)
Summary

· The boards of Cairn and Nautical are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Capricorn for the entire issued and to be issued share capital of Nautical (the "Offer"). It is intended that the Offer will be effected by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act.

· Under the terms of the Offer, Nautical Shareholders will be entitled to receive 450 pence in cash for each Nautical Share held.

· The Offer values the issued and to be issued share capital of Nautical at approximately £414 million. (Nautical held cash and deposits of £69.9 million at 31 December 2011.)

· The Offer Price represents a premium of approximately:

o 51.1% to the closing price of 297.8 pence per Nautical Share on 12 June 2012, the Business Day immediately prior to the date of this announcement; and

o 45.3% to the average closing price of 309.8 pence per Nautical Share over the three month period ended 12 June 2012.

seeing as the offer is 450p I took 463 whilst it was there, nice little tickle. put profit into xel.,.