Offer for WHAM Energy plc

RNS Number:6869C
Venture Production PLC
23 August 2007


Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.


                                                                  23 August 2007

                              Recommended offer by


                             Venture Production plc

                                      for

                                WHAM Energy plc



The Boards of Venture and WHAM are pleased to announce that they have reached an
agreement on the terms of a recommended cash and shares offer by Venture for the
entire issued and to be issued share capital of WHAM.


Highlights


   * WHAM Shareholders will receive 19.7 pence in cash and 0.0338 New Venture
    Shares for each WHAM Share held, valuing:

    - each WHAM Share at 44.7 pence based on the average Closing Price of Venture
      Shares for the five business days immediately prior to the date of this
      announcement; and

    - WHAM's existing issued share capital at approximately #14.2 million;

   * The Basic Consideration represents a premium of approximately 65.6 per
     cent. to the Closing Price of 27 pence per WHAM Share on the last business
     day immediately prior to the date of this announcement;
   * The Offer contains a Deferred Consideration Alternative that is linked
     to the future success of WHAM's currently identified exploration prospects
     and under which WHAM Shareholders may elect to receive 39.7 pence per WHAM
     Share (consisting of 19.7 pence in cash and 0.0270 New Venture Shares based
     on the average Closing Price of Venture Shares for the five business days
     immediately prior to the date of this announcement) and one Deferred
     Consideration Note for each WHAM Share held;
   * The WHAM Directors consider the terms of the Offer to be fair and
     reasonable and intend unanimously to recommend that WHAM Shareholders vote
     in favour of the Scheme Resolutions; and
   * Venture has received, in aggregate, irrevocable undertakings, including
     from all the WHAM Directors, or non-binding letters of intent to vote in
     favour of the Scheme Resolutions in respect of 20,436,667 WHAM Shares,
     representing approximately 64.4 per cent. of the existing issued share
     capital of WHAM.


The Offer will be implemented by way of a scheme of arrangement under section
425 of the Companies Act and in order to approve the terms of the Offer, WHAM
Shareholders will need to vote in favour of the Scheme Resolutions to be
proposed at two Shareholders' meetings (the Court Meeting and the Extraordinary
General Meeting) to be convened and held in October 2007. It is anticipated that
a Scheme Document containing the notice of the two Shareholders' meetings will
be sent to WHAM Shareholders on or around 25 September 2007 following a hearing
of the Court application to convene the Court Meeting. Venture has, however,
reserved the right to implement the Offer by way of a Conventional Offer.


Commenting on the Offer, Michael Pavia, Chairman of WHAM, said:

"The Board of WHAM believes that the offer from Venture represents the best way
for WHAM Shareholders to receive significant uplift in the value of their
investment in WHAM in the immediate future. Furthermore, both the Venture shares
offered as part of the consideration and the option of the Deferred
Consideration Alternative provide WHAM Shareholders with continuing
participation in the potential of WHAM's existing asset portfolio, which will
benefit from Venture's considerable resources."


Commenting on the Offer, Mike Wagstaff, Chief Executive of Venture, said:

"Natural gas in the southern North Sea, where WHAM's assets are located, is an
important part of Venture's business. While exploration is not Venture's core
area of activity, our exploration is focused on relatively low risk prospects
that are close to existing infrastructure thereby accelerating development in
the event of success. We believe that the combination of WHAM's exploration
prospects with Venture's capital, together with its drilling and development
expertise will enable these prospects to be drilled more quickly and with more
certainty."


Oriel Securities is acting as financial adviser and broker to Venture. Tristone
Capital is acting as financial adviser to WHAM.


This summary should be read in conjunction with the full text of the following
announcement and the Appendices. Appendix 4 contains definitions of certain
expressions used in this summary and the following announcement.


Investor communication:


There will be a conference call with investors and analysts at 10.00 a.m. on
Thursday 23 August 2007. Dial in details are as follows: International dial-in
[phone]; UK Free call 0800 953 1444. Conference ID 14308911.


Enquiries:

Venture Production plc                                   [phone]
Mike Wagstaff, Chief Executive
Rod Begbie, Corporate Development Director

Oriel Securities Limited                                 [phone]
(Financial adviser and broker to Venture)
Simon Bragg
Michael Shaw

Venture Public Relations
Patrick Handley, Brunswick                               [phone]
John MacDonald, Weber Shandwick (Scottish press)         [phone]

WHAM Energy plc                                          [phone]
Michael Pavia, Chairman
Tom Windle, Chief Executive Officer

Tristone Capital Limited                                 [phone]
(Financial adviser to WHAM)
Nick Morgan
Majid Shafiq

Landsbanki Securities (UK) Limited                       [phone]
(Nominated Adviser and broker to WHAM)
Andrew Matharu
Calvin Man

WHAM Public Relations                                    [phone]
Simon Courtenay, City Profile






Not for release, publication or distribution, in whole or in part, in or into or
    from any jurisdiction where to do so would constitute a violation of the
                      relevant laws of such jurisdiction.


                                                                  23 August 2007

                              Recommended offer by


                             Venture Production plc

                                      for

                                WHAM Energy plc



1. Introduction


The Directors of WHAM and Venture announce that they have reached an agreement
on the terms of a recommended cash and shares offer by Venture to acquire the
whole of the issued and to be issued share capital of WHAM. Under the Basic
Consideration, WHAM Shareholders will receive 19.7 pence in cash and 0.0338 New
Venture Shares for each WHAM Share held. As at the date of this announcement,
the Offer values each WHAM Share at 44.7 pence, based on the average Closing
Price of Venture Shares for the five business days immediately prior to this
announcement.


The Offer includes a Deferred Consideration Alternative, under which WHAM
Shareholders may elect to receive, as an alternative to the Basic Consideration
in respect of their entire holding of WHAM Shares, 19.7 pence in cash and 0.0270
New Venture Shares for each WHAM Share held (which together value each WHAM
Share at 39.7 pence, based on the average Closing Price of Venture Shares for
the five business days immediately prior to this announcement) and one Deferred
Consideration Note, details of which are set out in paragraph 3 below. This
Deferred Consideration Alternative is intended to afford WHAM Shareholders an
opportunity to retain a more direct interest in the future success of up to two
of the existing WHAM Prospects.


This announcement sets out the key terms of the Offer, which is to be effected
by way of a scheme of arrangement under section 425 of the Companies Act, and
explains the background to and the reasons why the WHAM Directors intend
unanimously to recommend that WHAM Shareholders vote in favour of the Scheme
Resolutions, as those WHAM Directors who own WHAM Shares have irrevocably
undertaken to do in respect of their beneficial and certain of their connected
holdings of WHAM Shares.


In order to approve the terms of the Offer, WHAM Shareholders will need to vote
in favour of the Scheme Resolutions to be proposed at two Shareholders' meetings
(the Court Meeting and the Extraordinary General Meeting) to be held in October
2007. It is anticipated that the Scheme Document containing a notice of the two
WHAM Shareholders' meetings will be sent to WHAM Shareholders on or around 25
September 2007 following a hearing of the Court application to convene the Court
Meeting.


2. Summary terms of the Offer


The Offer will be effected by way of a scheme of arrangement between WHAM and
WHAM Shareholders under section 425 of the Companies Act. If the Scheme becomes
effective, the existing WHAM Shares will be cancelled and an equivalent number
of new WHAM Shares will be issued to Venture (or a wholly owned subsidiary). By
way of consideration for this cancellation, WHAM Shareholders on the share
register at the Scheme Record Time will, subject to an election under the
Deferred Consideration Alternative detailed in paragraph 3 below, receive the
Basic Consideration being:


  for each WHAM Share     19.7 pence in cash and 0.0338 New Venture Shares


and in the same proportions for any larger holdings.


Fractional entitlements to New Venture Shares will not be issued to WHAM
Shareholders but will be aggregated and sold in the market and the net proceeds
of sale will be distributed pro rata to persons entitled thereto. The cash
element of the Basic Consideration due to each WHAM Shareholder will be rounded
to the nearest whole penny.


On the basis of the average Closing Price of Venture Shares for the five
business days immediately prior to this announcement of 739.6 pence per Venture
Share the Basic Consideration under the Offer values each WHAM Share at
approximately 44.7 pence and the entire existing issued share capital of WHAM at
approximately #14.2 million. This represents:


(i) a premium of approximately 65.6 per cent. to the Closing Price of 27 pence
per WHAM Share on the last business day immediately prior to the date of this
announcement; and


(ii) a premium of approximately 60.8 per cent. to the average Closing Price of
27.8 pence per WHAM Share for the six month period prior to the date of this
announcement.


If the Scheme becomes effective, and assuming all Shareholders elect for the
Basic Consideration and only WHAM Options with an exercise price less than the
Basic Consideration are exercised, WHAM Shareholders will receive, in aggregate,
approximately #6.5 million and 1,115,326 New Venture Shares, representing
approximately 0.8 per cent. of the existing issued share capital of Venture.
This cash payment will be funded from Venture's existing cash resources.


An application will be made for the New Venture Shares to be admitted to listing
on the Official List and to trading on the London Stock Exchange's main market
for listed securities on the Scheme becoming effective.


On the Scheme becoming effective, it will be binding on all holders of WHAM
Shares including any WHAM Shareholders who did not vote to approve the Scheme or
who voted against the Scheme.


The Offer will be subject to the terms and conditions set out in Appendix 1 of
this announcement and also contained in the Scheme Document. The Scheme will not
become effective and the Offer will not be completed unless the conditions set
out in Appendix 1 of this announcement and the Scheme Document have been
satisfied (or, if capable of waiver, waived) by 5.00 p.m. (London time) on 31
December 2007, or such later date as Venture and WHAM may agree and (if
required) the Court may approve.


The WHAM Shares will be acquired by Venture, pursuant to the Scheme, fully paid
and free from all liens, equities, charges, encumbrances, rights of pre-emption
and other third party rights and interests of any nature whatsoever. The New
Venture Shares will be allotted and issued credited as fully paid and will rank
pari passu in all respects with the then existing issued Venture Shares together
with the right to receive and retain in full all dividends and other
distributions declared, made or paid after the Scheme Effective Date.


Restricted Overseas Shareholders will not be entitled to receive New Venture
Shares. Further details of the restrictions in relation to the Overseas
Shareholders are set out in paragraph 13 below and will be contained in the
Scheme Document.


3. Deferred Consideration Alternative


As an alternative to the Basic Consideration available under the Offer, WHAM
Shareholders (other than Restricted Overseas Shareholders) who validly complete
a Form of Election are entitled to make an election under the Deferred
Consideration Alternative, in respect of their entire holding of WHAM Shares, to
receive:


for each WHAM Share     19.7 pence in cash, 0.0270 New Venture Shares and one
                        Deferred Consideration Note


and in the same proportions for any larger holdings.


On the basis of the average Closing Price of Venture Shares for the five
business days prior to this announcement of 739.6 pence per Venture Share the
cash and shares element of the Offer, calculated under the terms of the Deferred
Consideration Alternative, values each WHAM Share at approximately 39.7 pence
and the entire existing issued share capital of WHAM at approximately #12.6
million.


It is not possible at the current time to ascribe a value to the Deferred
Consideration Notes because of the uncertainty as to both the likelihood of FDP
Approval and also as to the timing and future value of any Deferred New Venture
Shares that may be issued in respect of the Deferred Consideration Notes.


The Deferred Consideration Notes will be created by a resolution of the Venture
Board and will constitute unsecured contingent obligations of Venture. In
respect of each Deferred Consideration Note, the Noteholder shall be entitled to
receive the following consideration, and in the same proportions for any larger
holdings of Deferred Consideration Notes, if either or both (as applicable) of
the conditions precedent (the "Conditions Precedent") specified below are
satisfied within ten years of the Scheme Effective Date ("Deferred Consideration
Long Stop Date"):

Conditions Precedent                                    Consideration due (per
                                                        Deferred Consideration
                                                        Note)
Upon receipt of FDP Approval in respect of either       0.02143 Deferred New
Morpheus or Carna                                       Venture Shares

Upon receipt of FDP Approval in respect of any Prospect 0.01429 Deferred New
(if that Prospect has not triggered the condition       Venture Shares
precedent set out above)


A certificate will be issued specifying the number of Deferred Consideration
Notes issued to the relevant WHAM Shareholder pursuant to the Deferred
Consideration Alternative.


WHAM Shareholders should consider the following factors before making an
election for the Deferred Consideration Alternative:


(i) there can be no guarantee that either or both of the Conditions Precedent
will be satisfied prior to the Deferred Consideration Long Stop Date. For the
avoidance of doubt, in the event that none of the Prospects receives FDP
Approval (prior to which a full appraisal is necessary to ascertain commercial
viability) and therefore neither of the Conditions Precedent is satisfied prior
to the Deferred Consideration Long Stop Date, no Deferred New Venture Shares
will be issued and allotted by Venture and, accordingly, the Deferred
Consideration Notes will have no value;


(ii) the Deferred Consideration Notes will not be listed on any stock exchange
and are not transferable (other than in certain limited circumstances as will be
set out in the Scheme Document). Therefore WHAM Shareholders who receive
Deferred Consideration Notes will be unable to sell them prior to their being
converted (if at all) into Deferred New Venture Shares; and

(iii) the Deferred Consideration Notes will be unsecured.


The above does not necessarily represent all of the factors that should be
considered before making an election for the Deferred Consideration Notes. Other
such factors include, but are not limited to, the tax implications that relate
to WHAM Shareholders personally in respect of the Deferred Consideration Notes.


There may be other factors not set out above that an individual WHAM Shareholder
should consider when determining whether or not to make an election for the
Deferred Consideration Alternative. Having taken advice appropriate to their own
financial circumstances, WHAM Shareholders should form their own view as to
whether or not the Deferred Consideration Alternative represents a suitable
investment opportunity in the light of their own investment objectives.


Further information on the Deferred Consideration Alternative will be set out in
the Scheme Document.


Any decision as to whether to vote in favour of the Scheme Resolutions and to
receive either the Basic Consideration or the Deferred Consideration Alternative
will depend on the individual circumstances of each WHAM Shareholder. Any WHAM
Shareholder in doubt as to the action that should be taken is urged to seek
independent financial advice. Summary information on United Kingdom taxation
will be set out in the Scheme Document.


The WHAM Directors make no recommendation to WHAM Shareholders in respect of the
Deferred Consideration Alternative. WHAM Shareholders who are in any doubt as to
whether to elect for the Deferred Consideration Alternative should consult their
stockbroker, solicitor, bank manager, accountant or other independent financial
adviser authorised under FSMA.


The New Venture Shares to be allotted and issued in connection with the Deferred
Consideration Alternative will be allotted and issued credited as fully paid and
will rank pari passu in all respects with the then existing issued Venture
Shares together with the right to receive and retain in full all dividends and
other distributions declared, made or paid after the Scheme Effective Date.


Fractional entitlements to New Venture Shares issued under the Deferred
Consideration Alternative will not be issued to WHAM Shareholders but will be
aggregated and sold in the market and the proceeds of sale will be distributed
pro rata to persons entitled thereto. Fractional entitlements to Deferred New
Venture Shares (if issued) will not be issued to WHAM Shareholders but will be
rounded to the nearest whole number of Deferred New Venture Shares. The cash
element of the Deferred Consideration Alternative due to each WHAM Shareholder
will be rounded to the nearest whole penny.


An application will be made for the New Venture Shares to be issued pursuant to
the Deferred Consideration Alternative to be admitted to listing on the Official
List and admitted to trading on the London Stock Exchange's main market for
listed securities on the Scheme becoming effective. An application will be made
for the Deferred New Venture Shares, arising under the terms of the Deferred
Consideration Notes, to be admitted to listing on the Official List and admitted
to trading on the London Stock Exchange's main market for listed securities.


Restricted Overseas Shareholders will not be entitled to make elections under
the Deferred Consideration Alternative. Further details regarding the
restrictions in relation to the Overseas Shareholders are set out in paragraph
13 below and will be set out in the Scheme Document.


A summary of the principal terms and conditions of the Deferred Consideration
Notes will be set out in the Scheme Document together with details of how WHAM
Shareholders can make an election under the Deferred Consideration Alternative.


4. Recommendation


The WHAM Board, which has been so advised by Tristone Capital, considers the
terms of the Offer, as represented by the Basic Consideration, to be fair and
reasonable. In providing advice to the WHAM Board, Tristone Capital has taken
into account the WHAM Directors' commercial assessments. Accordingly, the WHAM
Directors intend unanimously to recommend that the WHAM Shareholders vote in
favour of the Scheme Resolutions.


The WHAM Directors make no recommendation to WHAM Shareholders in respect of
whether to elect to receive either the Basic Consideration or the Deferred
Consideration Alternative and WHAM Shareholders contemplating making an election
under the Deferred Consideration Alternative should consider their own
individual circumstances and, if they are in any doubt as to the action they
should take, are urged to seek their own independent financial advice. None of
the WHAM Directors have indicated as part of their irrevocable undertakings
whether they will elect to receive either the Basic Consideration or the
Deferred Consideration Alternative.


The WHAM Directors, all of whom hold WHAM Shares, have irrevocably undertaken to
vote in favour of the Scheme Resolutions in respect of their beneficial and
certain of their connected holdings totalling 6,446,111 WHAM Shares,
representing approximately 20.3 per cent. of the existing issued share capital
of WHAM.


5. Background to and reasons for recommending the Offer


WHAM was incorporated in 2003 as an upstream oil and gas company with a strategy
of focusing on exploration in the southern North Sea Gas Basin. Since
incorporation, WHAM's strategy has resulted in the acquisition of an exploration
portfolio of 11 licences covering 23 blocks (or part blocks) with a net
risk-weighted potential resource to WHAM of 88 bcf (billion cubic feet) of gas
as reported in WHAM's 2006 annual report. In September 2005 WHAM successfully
completed an initial public offering and its shares were admitted to trading on
AIM.


WHAM's strategy and business model has been based on acquiring prospective
exploration acreage through the UK licensing rounds mainly under the "promote"
licence initiative which was introduced by the Department of Trade and Industry
in 2003. Under a "promote" licence, the rental fee for the licence for the first
two years is 90 per cent. lower than the rate for a traditional exploration and
development licence. This reduced upfront cost provides smaller exploration
companies a better opportunity to develop economically viable prospects and then
promote the asset to potential farm-in partners in order to finance the drilling
of prospects, while retaining a carried interest with minimal capital
expenditure exposure.


Some success has been realised through the pursuit of this model as WHAM
initially farmed-out the Prometheus prospect and, more recently, the yet to be
drilled Morpheus prospect. However, the risk of an exploration programme based
on this business model is the reliance on third parties to undertake the
drilling of any particular prospect. WHAM has always sought to mitigate risk and
reduce cost exposure by not undertaking to drill prospects without partners
covering the majority of the costs. Although it would be possible, given WHAM's
current financial status, for it to drill some of its prospects, the WHAM
Directors do not want to risk the financial viability of WHAM on one or two
wells. The WHAM Directors have pursued a portfolio of opportunities in order to
spread the risk inherent in an oil and gas exploration drilling programme.


Given the reliance on third parties through this business model, adverse
external factors beyond WHAM's control can influence the attractiveness to a
potential third party farm-in partner of any particular prospect. The WHAM
Directors believe that in recent times, the increased costs associated with oil
and gas exploration, particularly drilling rig day rates, volatile gas prices
and the 10 per cent. increase in corporate tax applicable to UK Continental
Shelf oil and gas production have all raised the level at which a gas discovery
can be estimated to be commercial.


In addition, with having to operate in an increasingly difficult business
environment WHAM suffered a set back shortly after floating on AIM, when its
first exploration well, Prometheus West, was unsuccessful with no commercial
levels of hydrocarbons discovered. Despite the costs of the well being fully
farmed out to the other partners participating in the drilling, leaving WHAM
with no capital expenditure exposure, the share price dropped and was left
trading at less than half of the original float price. Exploration for oil and
gas reserves contains an element of risk that any particular prospect may not
contain commercial levels of hydrocarbons, but if this risk is spread over a
portfolio of prospects, an economic business model has a much better chance of
being realised. However, the WHAM Directors believe that the type of reaction
described above by the public capital markets to companies undertaking pure
exploration has exacerbated the difficult business environment in which WHAM has
tried to develop.


Taking into account WHAM's cash reserves, the WHAM Directors believe that the
pursuit of WHAM's business model involving the further appraisal of WHAM's
exploration portfolio for additional farm-out opportunities is still an
economically viable proposition. However, the WHAM Directors now believe that
the chances of significant growth in value for WHAM Shareholders through the
ultimate discovery of hydrocarbons in commercial quantities has become more
difficult and will potentially take longer to achieve than originally envisaged
when WHAM was admitted to trading on AIM. Furthermore, if the next appraisal
well drilled is unsuccessful, the WHAM Directors believe that the ability of
WHAM Shareholders to realise any economic return in the public capital markets
could be severely limited.


In the context of these additional challenges in the current business
environment in which WHAM is operating, the Offer represents an opportunity for
WHAM Shareholders to realise a significant increase in value to the existing
value of WHAM Shares in the immediate short term. Since the Offer consists of
both cash and New Venture Shares, WHAM Shareholders will also be able to benefit
from any future success that Venture may derive from WHAM's exploration assets,
which would be acquired through the Offer. The WHAM Directors believe that
Venture's greater financial reserves mean that it should be better placed to
explore fully the prospects in the WHAM portfolio and more quickly realise any
potential value upside the assets may offer, albeit as part of a much larger
portfolio of oil and gas exploration and production assets. Further information
concerning Venture, its assets and its business prospects are set out below.


Furthermore, the opportunity represented by the Deferred Consideration
Alternative allows WHAM Shareholders, should they so chose, to participate more
closely in any economic benefit derived from the development of any commercial
hydrocarbon discoveries on up to two of the Prospects. Further details
concerning the Deferred Consideration Alternative are set out in paragraph 3
above.


Taking into account all the factors mentioned above, the WHAM Directors believe
that it is in the best interests of WHAM Shareholders for the Offer to be made
and, accordingly, they intend unanimously to recommend that WHAM Shareholders
vote in favour of the Scheme Resolutions.


6. Irrevocable Undertakings and Letters of Intent


Venture has received irrevocable undertakings in connection with the Scheme ("
Irrevocable Undertaking") as follows:


(i) WHAM Directors


The WHAM Directors, all of whom hold WHAM Shares, have irrevocably undertaken to
vote in favour of the Scheme Resolutions in respect of their beneficial and
certain of their connected holdings totalling 6,446,111 WHAM Shares,
representing approximately 20.3 per cent. of the existing issued share capital
of WHAM (being 31,745,611 WHAM Shares).


(ii) Other WHAM Shareholders


Actis Geoscience Limited has irrevocably undertaken to vote in favour of the
Scheme Resolutions in respect of its holding totalling 1,500,000 WHAM Shares,
representing approximately 4.7 per cent. of the existing issued share capital of
WHAM.


Hassan Ahmed, Elke Ahmed and Adrian Ahmed have irrevocably undertaken to vote in
favour of the Scheme Resolutions in respect of their beneficial holdings
totalling 4,860,000 WHAM Shares, representing approximately 15.3 per cent. of
the existing issued share capital of WHAM.


David Marsden has irrevocably undertaken to abstain from voting in respect of
his beneficial holding totalling 2,780,000 WHAM Shares, representing
approximately 8.8 per cent. of the existing issued share capital of WHAM. This
undertaking is binding even where a higher competing offer for the WHAM Shares
is made and cannot be withdrawn other than in the event of the Scheme lapsing or
being withdrawn or failing to become effective by 31 December 2007.


In aggregate, therefore, Venture has received Irrevocable Undertakings to vote
in favour of the Scheme Resolutions in respect of 12,806,111 WHAM Shares,
representing approximately 40.3 per cent. of the existing issued share capital
of WHAM. The Irrevocable Undertakings are binding even where a higher competing
offer for WHAM Shares is made and will only fall away on the earlier of the
Scheme lapsing, being withdrawn or failing to become effective by 31 December
2007.


In addition, certain WHAM Shareholders have delivered letters to Venture
confirming their intention to vote in favour of the Scheme Resolutions to be
proposed at the Court Meeting and EGM ("Letters of Intent"). These statements of
intent relate to in aggregate 7,630,556 WHAM Shares representing approximately
24.0 per cent. of the total issued share capital of WHAM. The Letters of Intent
referred to above are non-binding. They do not prevent the relevant WHAM
Shareholder from modifying or withdrawing its support for the Offer if a higher
offer is made to acquire WHAM, or from transferring or disposing of its
interests in the WHAM Shares to which the relevant Letter of Intent relates.


In aggregate, therefore, Venture has received Irrevocable Undertakings and
non-binding Letters of Intent to vote in favour of the Scheme Resolutions in
respect of 20,436,667 WHAM Shares, representing approximately 64.4 per cent. of
the existing issued share capital of WHAM.


Further details of the Irrevocable Undertakings and Letters of Intent are set
out in Appendix 3.


7. Financial information on WHAM


For the year ended 31 December 2006, the WHAM Group reported turnover of #nil
(2005: #23,598, 2004: #70,000) with a loss on ordinary activities before
taxation of #375,083 (2005: #258,175, 2004: #128,405), net assets of #9,250,250
(2005: #9,543,033, 2004: #103,009) and cash, short term deposits and investments
of #6,817,422 (2005: #9,253,013, 2004: #67,399).


8. Information on Venture and Venture's intentions regarding the WHAM Group


Venture is an independent UK oil and gas development and production company.
Since its incorporation, Venture has grown rapidly to become the sixth largest
independent operator in the UK sector of the North Sea by gross operated
production. It has a current market capitalisation of over #1 billion and
interests in over 40 oil and gas fields in the southern and central North Sea.
Its securities are listed on the Official List and admitted to trading on the
London Stock Exchange's main market for listed securities. Venture's strategy is
to acquire, operate, and revitalise "stranded" assets - oil and gas fields with
proven but untapped potential that may no longer fit the portfolios of other
companies. As at 31 December 2006 proven and probable reserves of the group
totalled approximately 221 million barrels of oil equivalent. In the year ended
31 December 2006, average daily production was 44,706 barrels of oil equivalent
per day ("boepd") (2005: 29,864 boepd, 2004: 16,832 boepd). For the 6 months
ended 30 June 2007, average daily production was 42,160 boepd.


Natural gas in the southern North Sea ("SNS"), where WHAM's assets are located,
is an important part of Venture's business. SNS gas accounted for approximately
60 per cent. of production in 2006 and approximately 35 per cent. of proven and
probable reserves at 31 December 2006 for the Venture Group and Venture expects
the SNS to retain its strategic importance within the Enlarged Group going
forward. Whilst exploration is not Venture's core area of activity, exploration
activity is expected to continue to represent a modest proportion of Venture's
total capital expenditure. In particular, Venture's exploration activities are
focused on relatively low risk prospects that are close to existing
infrastructure thereby accelerating development in the event of success.


Should the Scheme become effective, Venture expects that the combination of
WHAM's exploration prospects and Venture's capital and drilling and development
expertise will enable these prospects to be drilled more quickly and with more
certainty. Other benefits of the combination are expected to accrue from the
fact that much of WHAM's acreage is close to existing Venture infrastructure,
which could facilitate development of any future discoveries, and the addition
of ready-to-drill exploration opportunities will give Venture additional
flexibility in its drilling inventory and programme. Venture also believes that
the addition of WHAM's sub-surface team to the Enlarged Group would be
complementary in providing more opportunities for the team and provide a more
effective mechanism for Venture to deal with UK Continental Shelf licensing
rounds, farm-ins and other exploration activity.


Summary financial information on Venture is as follows:

# million                                      Year ended 31 December
                                           2004           2005           2006
Turnover                                   81.5          164.1          360.3
Profit before taxation                     (3.5)          55.8          176.7

# million                                         As at 31 December
                                           2004           2005           2006
Net assets                                117.5          133.8          305.4
Cash and cash equivalents                   3.8           13.2           59.2


9. WHAM Share Options


The Offer will extend to all WHAM Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid), including any which are so
allotted and issued pursuant to the exercise of existing options granted by WHAM
to WHAM Optionholders, prior to the Scheme Effective Date.


WHAM Optionholders will, to the extent that their WHAM Options are not already
exercisable, become entitled to exercise all their options when the Scheme is
sanctioned by the Court. Venture will, in due course, make appropriate proposals
to the WHAM Optionholders in respect of these subsisting options.


The Scheme Document will contain full details of the actions that the WHAM
Optionholders may take in respect of their outstanding WHAM Options.


10. WHAM Warrants


The Offer will extend to all WHAM Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid), including any which are so
allotted and issued pursuant to the exercise of existing WHAM Warrants prior to
the Scheme Effective Date.


All WHAM Warrants have exercise prices in excess of the value of the Offer.
Accordingly, holders of WHAM Warrants are urged to seek independent financial
advice prior to exercising their Warrants.


On the basis that the exercise price of the WHAM Warrants is significantly
higher than the value of the Offer, Venture does not propose to make a separate
offer to the holders of WHAM Warrants.


11. Financing


If the Scheme becomes effective, and assuming all Shareholders elect for the
Basic Consideration and WHAM Options whose exercise price is less than the Basic
Consideration are exercised, WHAM Shareholders will receive, in aggregate,
approximately #6.5 million and 1,115,326 New Venture Shares, representing
approximately 0.8 per cent. of the existing issued share capital of Venture.
This cash payment will be funded from Venture's existing cash resources. Oriel
Securities confirms that it is satisfied that sufficient financial resources are
available to Venture to satisfy in full the cash consideration payable to WHAM
Shareholders under the terms of the Offer.


12. WHAM Shareholder meetings


The Scheme will require approval of WHAM Shareholders at the Court Meeting and
the Extraordinary General Meeting. It is expected that those meetings will be
held in October 2007, however, the exact dates and time will only be determined
following the application to Court to convene the Court Meeting. The Scheme
Document will contain the notices of the Court Meeting and the Extraordinary
General Meeting. The special resolution to be proposed at the Extraordinary
General Meeting is to approve the Scheme and other related matters, including,
inter alia, the reduction of WHAM's share capital, amendments to the WHAM
Articles required to implement the Scheme and the cancellation of the admission
to trading of WHAM Shares on AIM. The approval required at the Court Meeting is
a majority in number of those WHAM Shareholders present and voting, whether in
person or by proxy, representing not less than 75 per cent. in value of the WHAM
Shares held by such shareholders.


The implementation of the Scheme can only take place if all of the Conditions
have been satisfied or, where relevant, waived. Assuming the satisfaction, or
where appropriate, waiver of the Conditions, the Scheme will become effective on
the delivery to the Registrar of Companies in England and Wales by WHAM of the
Court order sanctioning the Scheme (and related reduction of capital) and the
registration of such Court order. Once the Scheme becomes effective it will be
binding on all holders of WHAM Shares, including any holders who did not vote to
approve the Scheme.


The Scheme Document setting out full details of the Offer and the Scheme,
together with notices of the Court Meeting and EGM and the expected timetable,
will be posted on or around 25 September 2007 following a hearing of the
application in Court to convene the Court Meeting.


In order that the Court can be satisfied that the votes cast constitute a fair
representation of the view of WHAM Shareholders, it is important that as many
votes as possible are cast at the Court Meeting.


13. Overseas Shareholders


The implications of the Scheme for Overseas Shareholders may be affected by the
laws of the relevant jurisdiction. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements. It is the
responsibility of each Overseas Shareholder 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.


Restricted Overseas Shareholders are prohibited from making an election under
the Deferred Consideration Alternative and, accordingly, such holders shall only
be entitled to receive the Basic Consideration. In the event that any Restricted
Overseas Shareholder submits a Form of Election, the Scheme will provide that
Venture may determine that such Form of Election will be invalid.


Furthermore, Venture will not despatch to Restricted Overseas Shareholders
certificates for New Venture Shares that would ordinarily be despatched under
the terms of the Basic Consideration. Instead, Venture will either issue the New
Venture Shares to a nominee appointed by Venture on behalf of such Restricted
Overseas Shareholders on the terms that the nominee shall sell the New Venture
Shares so issued and remit the cash proceeds of the sale pro rata to such
Restricted Overseas Shareholders or issue the New Venture Shares and sell them
on behalf of such Restricted Overseas Shareholders with the cash proceeds being
remitted pro rata to such holders.


Overseas Shareholders who are not Restricted Overseas Shareholders shall not be
prevented from either making an election for the Deferred Consideration
Alternative or receiving the New Venture Shares offered pursuant to the Basic
Consideration.


Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.


14. Management and employees


Venture recognises the skills, technical ability and experience of the existing
management and employees of the WHAM Group.


Venture has given assurances to the WHAM Directors that the existing rights,
including pension rights, of the directors and employees of the WHAM Group will
be fully safeguarded in the event of the Scheme becoming effective.


15. Implementation Agreement


On 23 August 2007, WHAM and Venture entered into the Implementation Agreement
which sets out the arrangements between them in relation to the implementation
of the Scheme. Each party to the Implementation Agreement has agreed to
implement the Scheme and to co-operate with the other on the terms set out in
the Implementation Agreement. In addition, each of WHAM and Venture has entered
into certain undertakings concerning the conduct of its business during that
period. Further details of the Implementation Agreement will be set out in the
Scheme Document.


16. De-listing and re-registration


A detailed timetable of, among other things, the times at which trading in WHAM
Shares will be suspended from trading on AIM in connection with the Scheme and
the expected timing of the commencement of dealings in New Venture Shares will
be set out in the Scheme Document.


It is also proposed that, in addition to the cancellation of the listing of WHAM
Shares, WHAM be re-registered as a private company under the relevant provisions
of the Companies Act.


17. Disclosure of interests in WHAM


Save for the Irrevocable Undertakings referred to in paragraph 6 above, neither
Venture nor any director of Venture, nor, so far as Venture is aware, any party
acting in concert with Venture, owns or controls any WHAM Shares or any rights
over securities convertible or exchangeable into, or any rights to subscribe for
or purchase, or any options to purchase, any WHAM Shares or holds any
derivatives referenced to WHAM Shares.


18. General


The Offer will be subject to the Conditions and further terms set out herein and
in Appendix 1, and to the full terms and conditions that will be set out in the
Scheme Document and the Form of Election. The Offer will be governed by English
law and will be subject to the applicable requirements of the City Code, the
Panel, the London Stock Exchange and the UKLA.


It is anticipated that a Scheme Document containing the notice of the two
Shareholders' meetings will be sent to WHAM Shareholders on or around 25
September 2007 following a hearing of the application in Court to convene the
Scheme Shareholders' meetings.


This announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities.


The Offer is not being made, directly or indirectly, and this document should
not be sent, in or into or from persons in any Restricted Jurisdiction by use of
the mail or by any means or instrumentality of interstate or foreign commerce,
or any facilities of a national securities exchange (including, without
limitation, post, facsimile transmission, telex and telephone) and doing so may
render invalid any purported acceptance. Any person (including, without
limitation, custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this document should read the
relevant provisions of this document before taking any action. The availability
of the Offer to persons outside the United Kingdom might be affected by the laws
of other jurisdictions. Such persons should inform themselves about and observe
any applicable requirements of those jurisdictions.


The New Venture Shares, the Deferred Consideration Notes and the Deferred New
Venture Shares have not been and will not be registered under the US Securities
Act nor any jurisdiction of the United States (or under the securities laws of
any other jurisdiction which Venture is advised to treat as a Restricted
Jurisdiction); the relevant clearances have not been, nor will they be, obtained
from the Securities Commission of any province or territory of Canada, nor has
any prospectus in relation to the New Venture Shares, the Deferred Consideration
Notes nor the Deferred New Venture Shares been lodged with, or registered by,
the Australian Securities and Investments Commission nor any Securities
Authority in Japan. Accordingly, unless any exemption under such Act or relevant
securities law is available, neither the New Venture Shares, the Deferred
Consideration Notes nor the Deferred New Venture Shares may be offered, sold,
re-sold or delivered, directly or indirectly, into or from the United States,
Canada or any Restricted Jurisdiction.


Should Venture issue any New Venture Shares, Deferred Consideration Notes or
Deferred New Venture Shares to a US Person pursuant to the Scheme, such
securities will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) and 3(a)(9)
thereof and, as a consequence, will not be registered thereunder or under the
securities laws of any state or other jurisdiction of the United States. For the
purposes of qualifying for the exemption from the registration requirements of
the US Securities Act (as described above) Venture and WHAM will advise the
Court that its sanctioning of the Scheme will be relied upon by Venture and WHAM
as an approval of the Scheme following a hearing on its fairness to WHAM
Shareholders at which hearing all such holders are entitled to attend in person
or through counsel to support or oppose the sanctioning of the Scheme and, with
respect to which, notification has been given to all such holders. Venture will
not register the New Venture Shares, the Deferred Consideration Notes nor the
Deferred New Venture Shares under the Securities and Exchange Act of 1934, and
thus will not be required following the completion of the Scheme to file any
reports with the US Securities and Exchange Commission.


Venture reserves the right to implement the Offer, with the written consent of
WHAM, by way of a Conventional Offer, in which case additional documents will be
despatched to WHAM Shareholders. Further details are set out in Appendix 1.


Enquiries:

Venture Production plc                                   [phone]
Mike Wagstaff, Chief Executive
Rod Begbie, Corporate Development Director

Oriel Securities Limited                                 [phone]
(Financial adviser and broker to Venture)
Simon Bragg
Michael Shaw

Venture Public Relations
Patrick Handley, Brunswick                               [phone]
John MacDonald, Weber Shandwick (Scottish press)         [phone]

WHAM Energy plc                                          [phone]
Michael Pavia, Chairman
Tom Windle, Chief Executive Officer

Tristone Capital Limited                                 [phone]
(Financial adviser to WHAM)
Nick Morgan
Majid Shafiq

Landsbanki Securities (UK) Limited                       [phone]
(Nominated Adviser and broker to WHAM)
Andrew Matharu
Calvin Man

WHAM Public Relations                                    [phone]
Simon Courtenay, City Profile



Conditions to and certain further terms of the Offer are set out in Appendix 1.
The bases and sources of certain financial information are set out in Appendix 2.
Details of Irrevocable Undertakings and Letters of Intent are set out in Appendix 3.
Certain definitions and terms are set out in Appendix 4.


Oriel Securities Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Venture and no-one else in
connection with the Offer. Oriel Securities Limited is not acting for, and will
not be responsible to, anyone other than Venture for providing the protections
afforded to clients of Oriel Securities Limited nor for providing advice in
relation to the Offer.


Tristone Capital Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for WHAM and no-one else in connection
with the Offer. Tristone Capital Limited is not acting for, and will not be
responsible to anyone other than WHAM for providing the protections offered to
clients of Tristone Capital Limited nor for providing advice in relation to the
Offer.


Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Venture or WHAM, 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 London business day
following the date of the relevant transaction. This requirement will continue
until the Scheme Effective Date or when the "offer period" for the purposes of
the City Code 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 Venture or WHAM, 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 City Code, all "dealings" in "relevant
securities" of Venture by WHAM, or of WHAM by Venture 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 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 City 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.


Forward looking statements


This announcement contains statements about Venture, WHAM and the Enlarged Group
that are or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be forward
looking statements. Forward looking statements often use words such as "target",
"plan", "believe", "expect", "aim", "intend", "will", "should", "could",
"would", "may", "consider", "anticipate", "estimate", "synergy", "cost saving",
"project", "goal" or "strategy" or words or terms of similar substance or the
negative thereof. Forward looking statements include statements relating to the
following: (i) the expected timetable for implementing the Scheme, future
capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects of Venture, WHAM or the Enlarged Group; (ii) business and
management strategies and the expansion and growth of Venture's, WHAM's or the
Enlarged Group's operations and potential synergies resulting from the
acquisition of WHAM by Venture; and (iii) the effects of government regulation
on Venture's, WHAM's or the Enlarged Group's business.


These forward looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Venture or WHAM. These forward looking
statements involve known and unknown risks, uncertainties and other factors
which may cause them to differ from the actual results, performance or
achievements expressed or implied by such forward looking statements. These
forward looking statements are based on numerous assumptions regarding the
present and future business strategies of such persons and the environment in
which each will operate in the future. Investors are cautioned not to place
undue reliance on the forward looking statements, which speak only as of the
date they were made. All subsequent oral or written forward looking statements
attributable to Venture, WHAM or the Enlarged Group or any of their respective
members, directors, officers or employees or any persons acting on their behalf
are expressly qualified in their entirety by the cautionary statements above.
All forward looking statements included in this announcement are based on
information available to Venture and WHAM on the date hereof. Investors should
not place undue reliance on such forward looking statements.


All subsequent written and oral forward-looking statements attributable to WHAM
or Venture or persons acting on behalf of either of them are expressly qualified
in their entirety by the cautionary statements above. The forward-looking
statements included herein are made only as of the date of this announcement.
Subject to compliance with the City Code, neither WHAM nor Venture intends, or
undertakes any obligation, to update any information contained in this
announcement.


APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

                                   SECTION A

The Offer will not be completed unless the Scheme has become effective and all
the conditions set out below have been satisfied (or, if capable of waiver,
waived) by 5 p.m. on 31 December 2007, or such later date as WHAM and Venture
may agree and (if required) the Court may approve.

The Scheme is conditional upon

1. Scheme Conditions:

1.1    approval of the Scheme by a majority in number of Scheme
       Shareholders representing not less than three-quarters in value of the Scheme
       Shares held by those present and voting, in person or by proxy, at the Court
       Meeting (or at any adjournment thereof);

1.2    the special resolutions required to implement the Scheme and
       give effect to the reduction in capital being passed at the EGM (or at any
       adjournment thereof);

1.3    the Scheme being sanctioned by the Court (with or without
       modification, such modification being acceptable to both WHAM and Venture) and
       confirmation of the reduction of capital involved therein by the Court; and

1.4    delivery to the Registrar of Companies in England and Wales
       for registration of an office copy of the Court Order sanctioning the Scheme and
       confirming the reduction of capital and, in relation to the reduction of
       capital, registration of the Court Order by him;

       Application to the Court to sanction the Scheme will not be made (i) unless the
       Conditions in paragraphs 1.1 and 1.2 of Section A of this Appendix 1 have been
       satisfied; or (ii) if any of the Conditions in paragraph 2 to 7 of Section A of
       this Appendix 1 have not been satisfied or waived.

2.     Listing of New Venture Shares

       the UKLA agreeing or confirming its decision to admit the New Venture Shares to
       the Official List and the London Stock Exchange agreeing to admit such shares to
       trading on its market for listed securities in accordance with the Admission
       Standards subject only to (i) the allotment of the New Venture Shares and/or
       (ii) the Scheme becoming effective (other than with respect to this paragraph 2).

3.     Effects of the Offer

3.1    no government or governmental, quasi governmental,
       supranational, statutory or regulatory or investigative body or trade agency,
       professional body, association, institution or environmental body or any court
       or other body or person whatsoever in any jurisdiction having decided to take,
       institute or threaten, and there not continuing to be outstanding, any action,
       proceedings, suit, investigation, enquiry or reference or having enacted, made
       or proposed any statute, regulation or order or taken any other steps that would
       reasonably be expected to:

       (A)  make the Offer or the acquisition of any WHAM Shares, or the
            acquisition by Venture or a member of the Venture Group of any shares in or
            control of WHAM, void, unenforceable or illegal or directly or indirectly
            materially restrict, prohibit, delay or otherwise materially interfere with the
            implementation of, or impose material additional conditions or obligations with
            respect to, or otherwise in a material way challenge the Offer or the
            acquisition of any WHAM Shares or the acquisition of control of WHAM;

      (B)   require or prevent or materially delay a divestiture by any
            member of the Venture Group of any WHAM Shares;

      (C)   require or prevent or materially delay the divestiture or
            adversely alter the terms of any proposed divestiture by any member of the Wider
            Venture Group or by any member of the Wider WHAM Group of all or any part of
            their respective businesses, assets or property or (except in relation to
            limitations which apply generally to entities conducting similar businesses)
            impose any limitation on the ability of any of them to conduct all or any
            portion of their respective businesses or to own all or any portion of their
            respective assets or property in each case to an extent which is material in the
            context of the Wider Venture Group taken as a whole or, as the case may be, the
            Wider WHAM Group taken as a whole;

     (D)    impose any limitation on the ability of the Wider Venture Group
            or of the Wider WHAM Group to acquire or hold or to exercise effectively,
            directly or indirectly, all or any rights of ownership in respect of shares or
            loans or securities convertible into shares or the equivalent in any member of
            the Wider WHAM Group or the Wider Venture Group respectively or to exercise
            management control over any such member in each case to an extent which is
            material in the context of the Wider Venture Group taken as a whole or, as the
            case may be, the Wider WHAM Group taken as a whole;

     (E)    except as required pursuant to the Offer, require any member
            of the Wider Venture Group or any member of the Wider WHAM Group to offer to
            acquire directly or indirectly any shares in any member of the Wider WHAM Group
            owned by any third party; or

     (F)    affect adversely the business profits or prospects of any
            member of the Wider Venture Group or any member of the Wider WHAM Group to an
            extent which is material in the context of respectively the Wider Venture Group
            taken as a whole or the Wider WHAM Group taken as a whole;

and all applicable waiting and other time periods during which any such
government, governmental, quasi-governmental, supranational, statutory or
regulatory or investigative body or trade agency, professional body,
association, institution or environmental body or court or other body or person
could decide to take, institute or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any jurisdiction having
expired, lapsed or been terminated;

3.2 all necessary filings having been made in respect of the Offer
    and all authorisations, orders, grants, recognitions, confirmations, consents,
    clearances, licences, permissions, exemptions and approvals necessary or
    required for or in respect of the Offer or the proposed acquisition of any
    shares in, or control of, WHAM by the Venture Group being obtained on terms and
    in a form reasonably satisfactory to Venture from all appropriate governments,
    governmental, quasi governmental, supranational, statutory or regulatory, or
    investigative bodies, trade agencies, professional bodies, associations,
    institutions, environmental bodies and courts, and from persons or bodies with
    whom any member of the Venture or WHAM Groups has entered into contractual
    arrangements, in each case, where the absence of such would have a materially
    adverse effect on the Venture Group or the WHAM Group taken as a whole as the
    case may be and all such authorisations, orders, grants, recognitions,
    confirmations, consents, clearances, licences, permissions, exemptions and
    approvals remaining in full force and effect at the Scheme Effective Date and no
    notice (whether written or oral) of any intention to revoke, suspend, restrict,
    or not renew any of the same having been received and all necessary filings
    having been made and all appropriate waiting periods (including any extension
    thereof) under any applicable legislation and regulations in any jurisdiction
    having expired, lapsed or been terminated, in each case as may be necessary in
    connection with the Offer under the laws or regulations of any jurisdiction and
    all necessary statutory or regulatory obligations in any jurisdiction having
    been complied with in all material respects;

4. Consequences of the Offer

4.1 Save as Disclosed by WHAM, there being no provision of any
    agreement, arrangement, licence, permit or other instrument to which any member
    of the Wider WHAM Group is a party or by or to which any such member or any of
    their assets may be (or may become) bound, or be subject which might as a
    consequence of the Offer or of the acquisition or proposed acquisition of all or
    any part of the issued share capital of or change of control or management of
    WHAM or any member of the WHAM Group, reasonably be expected to result (in each
    case to an extent which is material and adverse in the context of the Wider WHAM
    Group taken as a whole) in:

    (A)     any monies borrowed by, or any other indebtedness (actual or
            contingent) of, or any grant available to, any member of the Wider WHAM Group
            being repayable or capable of being declared repayable immediately or earlier
            than the repayment date stated therein, or the ability of any member of the
            Wider WHAM Group to borrow monies or incur any indebtedness being withdrawn or
            materially inhibited;

    (B)     any such agreement, arrangement, licence, permit or other
            instrument or the rights, liabilities, obligation or business or interests of
            any such member under it being terminated or adversely modified or affected or
            any onerous obligation arising or any adverse action being taken or arising
            thereunder;

    (C)     the interests or business of such member of the Wider WHAM
            Group in or with any other person, firm, company or body (or any arrangements
            relating to such interests or business) being terminated or adversely affected;

    (D)     any material assets or interests of any member of the Wider
            WHAM Group being or falling to be disposed of or charged in any way or ceasing
            to be available to any member of the Wider WHAM Group or any rights arising
            under which any such asset or interest could be required to be disposed of or
            charged in any way or could cease to be available to any member of the Wider
            WHAM Group otherwise than in the ordinary course of business;

    (E)     the creation of any mortgage, charge or other security
            interest over the whole or any part of the business, property or assets of any
            member of the Wider WHAM Group, or any such security interest (whenever it
            arose) becoming enforceable or being enforced;

    (F)     any member of the Wider WHAM Group ceasing to be able to carry
            on business under any name under which it currently does so;

    (G)     the creation of actual or contingent liabilities by any member
            of the Wider WHAM Group other than in the ordinary course of business;

    (H)     any liability of any member of the Wider WHAM Group to make any
            severance, termination, bonus or other payments to any of its directors or other
            officers;

and no event having occurred which, under any provision of any agreement,
arrangement, license, permit or other instrument, might reasonably be expected
to result in any of the events referred to in paragraphs 4.1(A) to 4.1(H)
inclusive;

5. Corporate Action

5.1     since 31 December 2006, save as Disclosed by WHAM, no member
        of the WHAM Group having:

    (A)     issued 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 securities or redeemed, purchased
            or reduced any part of its share capital save as between WHAM and wholly-owned
            subsidiaries of WHAM and save for options granted and for any WHAM Shares
            allotted upon exercise of WHAM Options;

    (B)     approved, recommended, declared, paid or made or proposed to
            declare, pay or make any bonus, dividend or other distribution whether payable
            in cash or otherwise other than to WHAM or any wholly owned subsidiary of WHAM;

    (C)     entered into, implemented, effected or authorised or announced
            its intention to enter into any merger, demerger, reconstruction, amalgamation,
            scheme, or other similar commitment, transaction or arrangement otherwise than
            in the ordinary course of business;

    (D)     redeemed, purchased, repaid, reduced or agreed to the
            redemption, purchase, repayment or reduction of any part of its share capital or
            made or approved the making of any other change to its share or loan capital;

    (E)      issued, authorised or proposed the issue of any debentures or
            (save in the ordinary course of business) incurred or increased any borrowings,
            indebtedness or liability (actual or contingent) which is material in the
            context of the Wider WHAM Group taken as a whole;

    (F)      entered into, varied or authorised or approved the entry into
            or variation of, or announced its intention to enter into or vary, any
            transaction, 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 involve an obligation of such nature or magnitude which is material in the
            context of the business of the Wider WHAM Group taken as a whole;

    (G)     entered into any contract, transaction or arrangement which is
            or may be materially restrictive on the business of any member of the Wider WHAM
            Group other than of a nature and to an extent which is not unusual in the
            context of the business concerned;

    (H)     entered into or varied or made any offer (which remains open
            for acceptance) to enter into or vary the terms of any service agreement with
            any of the directors or senior executives of the WHAM Group;

    (I)     acquired, disposed of or transferred, mortgaged or charged
            or encumbered or created any security interest over any material asset or any
            right, title or interest in any material asset (including, without limitation,
            shares and trade investments);

    (J)     waived or compromised any claim otherwise than in the
            ordinary course of business which is material in the context of the WHAM Group
            taken as a whole;

    (K)     taken any corporate action or (to the extent which is material
            in the context of the WHAM Group taken as a whole) had any legal proceedings
            instituted or threatened in writing against it, or petition presented, for its
            winding-up (voluntary or otherwise), dissolution or reorganisation or for the
            appointment of a receiver, administrator, administrative receiver, manager,
            trustee or similar officer of all or any of its assets or revenues or for any
            analogous proceedings or steps in any jurisdiction or for the appointment of any
            analogous person or had any such person appointed in any jurisdiction;

    (L)     been unable, or admitted in writing that it is unable, to pay
            its debts or (otherwise than in the ordinary course of business and which is
            material in the context of the Wider WHAM Group taken as a whole) commenced
            negotiations with one or more of its creditors with a view to rescheduling or
            restructuring any of its indebtedness or has 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;

    (M)     made any alteration to its memorandum or articles of
            association;

    (N)     proposed, agreed to provide or modified the terms of any share
            option scheme or incentive scheme, or other material benefit relating to the
            employment or termination of employment of any employee of the WHAM Group; or

    (O)     entered into any contract, commitment, arrangement or agreement
            to, or passed any resolution or made any offer (which remains open for
            acceptance) or proposed or announced any intention to effect any of the
            transactions or events referred to in this paragraph;

5.2     since 31 December 2006, save as Disclosed by Venture, the
        Venture Group having conducted its business in all material respects in the
        usual, regular and ordinary course and substantially in the same manner as its
        business was conducted prior to the Announcement Date and/or in accordance with
        its publicly announced strategy.

6. Other Events

6.1     since 31 December 2006, and save as Disclosed by WHAM:

    (A)     no adverse change having occurred in the business, financial or
            trading position or profits or assets or prospects of any member of the Wider
            WHAM Group which would be material in the context of the Wider WHAM Group taken
            as a whole;

    (B)     no contingent or other liability having arisen or having been
            incurred or increased in each case to an extent which might reasonably be
            expected materially and adversely to affect the Wider WHAM Group taken as a
            whole;

    (C)     no litigation or arbitration proceedings, prosecution,
            investigation, enquiry, or other legal proceedings having been announced,
            instituted, threatened or remaining outstanding by, against or in respect of,
            any member of the Wider WHAM Group or to which any member of the Wider WHAM
            Group is or may become a party (whether as claimant, defendant or otherwise)
            which is material in the context of the Wider WHAM Group taken as a whole; or

    (D)     no steps having been taken and no omissions having been made
            which are reasonably likely to result in the withdrawal, cancellation or
            termination of any licence held by any member of the Wider WHAM Group which is
            reasonably necessary for the proper carrying on of its business and the
            withdrawal, cancellation, termination or modification of which is material and
            adverse in the context of the Wider WHAM Group as a whole;

6.2     since 31 December 2006, and save as Disclosed by Venture no
        adverse change having occurred in the business, financial or trading position or
        profits or assets or prospects of any member of the Wider Venture Group which
        would be material in the context of the Wider Venture Group taken as a whole;

7. Other Issues

Environmental

7.1     save as Disclosed by WHAM, Venture not having discovered that,
        to an extent which is material in the context of the Wider WHAM Group taken as a
        whole that any member of the Wider WHAM Group has not complied with all
        applicable legislation or regulations or authorisations of any jurisdiction with
        regard to the environment or human health or there is, or is reasonably likely
        to be, any liability (whether actual or contingent) or requirement or cost on
        the part of any member of the Wider WHAM Group to make good, repair, reinstate
        or clean up any asset or any other property or any controlled waters now or
        previously owned, occupied, operated or controlled by any such member of the
        Wider WHAM Group under any environmental legislation, regulation, or other
        lawful requirement to an extent which is material and adverse in the context of
        the Wider WHAM Group;

Information

7.2     Venture not having discovered:

    (A)     that any, financial or business or other information concerning
            the WHAM Group which has been Disclosed at any time is materially misleading,
            contains a material misrepresentation of fact or omits to state a fact necessary
            to make the information contained therein not materially misleading which in
            each case would materially and adversely affect directly or indirectly the
            business of the WHAM Group taken as a whole and which was not subsequently
            corrected before the date of this document by public announcement to a
            Regulatory Information Service or privately to Venture or its advisers; or

    (B)     that any partnership, company or other entity in which any
            member of the WHAM Group has an ownership interest and which is not a subsidiary
            undertaking of WHAM is subject to any liability, contingent or otherwise, which
            is or might reasonably be expected to be material in the context of the Wider
            WHAM Group taken as a whole, and has not been Disclosed;

Criminal property

7.3     any asset of any member of the Wider WHAM Group constitutes
        criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002
        (but disregarding paragraph (b) of that definition) to an extent which is
        material and adverse in the context of the Wider WHAM Group taken as a whole.

References in this Section A to "Disclosed by WHAM" means disclosed to Venture
or its advisers prior to the date of this announcement in any of the following
manners: (i) by inclusion in the annual report and accounts of WHAM for the
financial year ended 31 December 2006, or (ii) in writing (including, without
limitation, within any documentation provided by or on behalf of WHAM, or (iii)
or by the delivery of an announcement by or on behalf of WHAM to a Regulatory
Information Service.

References in this Section A to "Disclosed by Venture" means disclosed to WHAM
or its advisers prior to the date of this announcement in any of the following
manners: (i) by inclusion in the annual report and accounts of Venture for the
financial year ended 31 December 2006, or (ii) in writing (including, without
limitation, within any documentation provided by or on behalf of Venture, or
(iii) or by the delivery of an announcement by or on behalf of Venture to a
Regulatory Information Service.


                                   SECTION B

The condition in paragraph 1 of Section A above ("Condition 1") may not be
waived. WHAM and Venture, acting together, reserve the right to waive the
Condition contained in paragraph 2 of Section A above. Venture reserves the
right to waive, in whole or in part, all or any of the Conditions apart from
Condition 1 and the Condition in paragraph 6.2 of Section A ("Condition 6.2").
WHAM reserves the right to waive Condition 6.2. If Venture is required by the
Panel to make an offer for WHAM Shares under the provisions of Rule 9 of the
Code, Venture may make such alterations to the above Conditions, including
Condition 1, as are necessary to comply with the provisions of that Rule.

Under Rule 13.4 of the Code, Venture may only invoke a condition to the Offer so
as to cause the Offer not to proceed, to lapse or to be withdrawn if the
circumstances which give rise to the right to invoke the Condition are of
material significance to Venture in the context of the Offer. Condition 1 is not
subject to this provision of the Code.

Under Rule 13.5 of the Code, WHAM may only invoke a condition to the Offer so as
to cause the Offer not to proceed, to lapse or to be withdrawn if the
circumstances which give rise to the right to invoke the Condition are of
material significance to WHAM Shareholders in the context of the Offer.

Venture shall be under no obligation to waive or treat as satisfied any of the
Conditions and WHAM shall be under no obligation to waive or treat as satisfied
Condition 6.2 by a date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other Conditions may at such
earlier date have been waived or fulfilled and that on such earlier date there
are no circumstances indicating that any of such Conditions may not be capable
of fulfillment.

The Offer will lapse and the Scheme will not proceed if, before the Court
Meeting the acquisition of WHAM by Venture is referred to the Competition
Commission (as established under section 4 of the Competition Act 1998, as
amended).

Venture has reserved the right to implement the Scheme by way of a Conventional
Offer. In such event, such offer will (unless otherwise agreed) be implemented
on the same terms (subject to appropriate amendments, including (without
limitation) an acceptance condition set at 90 per cent. (or such lesser
percentage (not being less than 50 per cent.) as Venture may decide) of the
shares to which such offer relates), so far as applicable, as those which would
apply to the Scheme.

The Offer complies with the applicable AIM Rules and the Code, is governed by
English law and is subject to the jurisdiction of the courts of England. In
addition, it is subject to the terms and conditions as set out below in this
Appendix I.

APPENDIX 2
BASES AND SOURCES


1 Unless otherwise stated:


- financial information relating to Venture has been extracted or provided
(without material adjustment) from the audited annual report and accounts for
Venture for the years ended 31 December 2005 and 2006 reported under IFRS; and


- financial information relating to WHAM has been extracted or provided (without
material adjustment) from the audited annual report and accounts for WHAM for
the years ended 31 December 2005 and 2006 reported under UK Generally Accepted
Accounting Practices.


2 The value of the Basic Consideration of 44.7 pence per WHAM Share is
calculated as 19.7 pence in cash plus 0.0338 New Venture Shares based on the
average Closing Price of Venture Shares for the five business days immediately
prior to this announcement of 739.6 pence per Venture Share


3 The value of the cash and shares element of the Deferred Consideration
Alternative of 39.7 pence per WHAM Share is calculated as 19.7 pence in cash
plus 0.0270 New Venture Shares based on the average Closing Price of Venture
Shares for the five business days immediately prior to this announcement of
739.6 pence per Venture Share


4 As at the close of business on 22 August 2007, Venture had in issue
142,088,209 ordinary shares of 0.4 pence each; and WHAM had in issue 31,745,611
ordinary shares of 0.1 pence each. The International Securities Identification
Number for Venture Shares is GB0031423188 and for WHAM Shares is GB00B0JG1P02.


5 The fully diluted share capital of WHAM is calculated on the basis of:


- the number of issued WHAM Shares; and


- any further WHAM Shares which may be issued on the exercise of WHAM Options
with an exercise price less than the Basic Consideration, amounting to 1,250,208
WHAM Shares


6 The premium calculations to the price per WHAM Share in this announcement have
been calculated by reference to:


- the Closing Price of 27 pence per WHAM Share, being the Closing Price on 22
August 2007; and


- an average closing price of 27.8 pence per WHAM Share for the six month period
immediately prior to the date of this announcement, sourced from Datastream.


7 The consideration due per Deferred Consideration Note is as follows:


- 0.02143 Deferred New Venture Shares is calculated on the basis of 15 pence
payable in Deferred New Venture Shares based on a price per Venture Share of 700
pence; and


- 0.01429 Deferred New Venture Shares is calculated on the basis of 10 pence
payable in Deferred New Venture Shares based on a price per Venture Share of 700
pence.



APPENDIX 3

IRREVOCABLES AND LETTERS OF INTENT


The following WHAM Directors and certain of their connected persons have
provided Irrevocable Undertakings to vote in favour of the Scheme, as follows:

Name                                           Holding                 Per cent.
Thomas Windle*                                 3,070,000                   9.7
Catherine Windle                                 750,000                   2.4
Lauren Windle                                    750,000                   2.4
Pamela Windle*                                   760,000                   2.4
Nigel Essex                                      605,000                   1.9
Peter Barnes                                     465,000                   1.5
Michael Pavia                                     33,889                   0.1
Alan Thomas                                       11,111                  0.04
Adrian Turner                                     11,111                  0.04

*These include 10,000 shares held jointly


The following Shareholders have provided Irrevocable Undertakings to vote in
favour of the Scheme, as follows:

Name                                              Holding              Per cent.
Hassan Ahmed                                      2,610,000                8.2
Actis Geoscience Limited                          1,500,000                4.7
Adrian Ahmed                                      1,125,000                3.5
Elke Ahmed                                        1,125,000                3.5


David Marsden has irrevocably undertaken to abstain from voting in respect of
his holding, as follows:

Name                                         Holding                   Per cent.
David Marsden                                2,780,000                     8.8


The following investors have given non-binding Letters of Intent to vote in
favour of the Scheme, as follows:

Name                                                  Holding          Per cent.
Artemis Investment Management Limited                 3,166,667           10.0
Perry Capital UK LLP                                  2,777,778            8.8
RAB Energy (Master) Fund Limited                      1,686,111            5.3




APPENDIX 4               
DEFINITIONS

The following expressions have the following meanings in this announcement,
unless the context requires otherwise:

"Act" or the             the Companies Act 1985 as amended or, where relevant,
"Companies Act"          the Companies Act 2006 and where any specific provision
                         of the Companies Act 1985 is referred to, this will
                         include, where relevant, any equivalent provision of
                         the Companies Act 2006;
"Admission"              admission of the New Venture Shares or Deferred New
                         Venture Shares (as applicable) to listing on the
                         Official List and to trading on the London Stock
                         Exchange's main market for listed securities becoming
                         effective in accordance with the Listing Rules and the
                         Admission Standards respectively;
"Admission Standards"    the admission and disclosure standards for companies
                         published from time to time by the London Stock
                         Exchange;
"AIM"                    AIM, the market of that name operated by the London
                         Stock Exchange;
"AIM Rules"              the rules and guidance notes entitled AIM Rules for
                         Companies published by the London Stock Exchange;
"Australia"              the Commonwealth of Australia, its states, territories
                         and possessions;
"Basic Consideration"    the basic consideration payable under the Scheme to
                         Scheme Shareholders on the basis set out in this
                         announcement consisting of, for each WHAM Share, 19.7
                         pence in cash and 0.0338 New Venture Shares valuing
                         each WHAM Share at 44.7 pence based on the average
                         Closing Price of Venture Shares for the five business
                         days immediately prior to this announcement;
"Board"                  as the context requires, the board of directors of WHAM
                         or the board of directors of Venture and the terms
                         "WHAM Board" and "Venture Board" shall be construed
                         accordingly;
"business day"           a day (other than Saturday or Sunday and UK public bank
                         holidays) on which banks are generally open for
                         business in London;
"Canada"                 Canada, its possessions, provinces and territories and
                         all areas subject to its jurisdiction and any political
                         sub-divisions thereof;
"Carna"                  the Carna exploration project located in licence P1233
                         on block 43/21b;
"certificated" or "in    a share which is not in uncertificated form (that is,
certificated form"       not held in CREST);
"Certificated Holder"    a WHAM Shareholder who holds a WHAM Shares in
                         certificated form and "Certificated Holders" shall be
                         construed accordingly;
"Code" or "City Code"    the City Code on Takeovers and Mergers;
"Closing Price"          the closing middle market price of a Venture Share or,
                         as the case may be, a WHAM Share as derived from,
                         respectively, the Daily Official List of the London
                         Stock Exchange or the AIM Appendix thereto;
"Conditions"             the conditions to the implementation of the Scheme and
                         the Offer set out in Appendix 1 of this announcement;
"Conventional Offer"     should Venture so elect, a takeover offer to be made by
                         or on behalf of Venture to acquire all of the WHAM
                         Shares;
"Court"                  the High Court of Justice in England and Wales;
"Court Meeting"          the meeting of Scheme Shareholders (and any adjournment
                         thereof) to be convened pursuant to an order of the
                         Court pursuant to section 425 of the Act for the
                         purpose of considering the Scheme and, if thought fit,
                         approving the Scheme (with or without amendment);
"CREST"                  a relevant system (as defined in the Regulations) in
                         respect of which Euroclear is the Operator (as defined
                         in the Regulations);
"dealing day"            a day on which dealings in domestic securities may take
                         place on, and with the authority of, the London Stock
                         Exchange;
"Deferred Consideration" the deferred consideration payable under the Scheme to
                         Scheme Shareholders on the basis set out in this
                         announcement consisting of, for each WHAM Share, 19.7
                         pence in cash and 0.0270 New Venture Shares, valuing
                         each WHAM Share at 39.7 pence based on the average
                         Closing Price of Venture Shares for the five days
                         immediately prior to this announcement, and one
                         Deferred Consideration Note;
"Deferred Consideration  the alternative under which eligible WHAM Scheme
Alternative"             Shareholders may elect to receive, in exchange for
                         their Scheme Shares and on the basis set out in this
                         announcement, the Deferred Consideration instead of the
                         Basic Consideration to which they would otherwise be
                         entitled under the terms of the Scheme;
"Deferred Consideration  the instrument that will be issued constituting zero
Note Instrument"         coupon Deferred Consideration Notes of Venture;
"Deferred Consideration  the deferred consideration notes to be constituted
Notes"                   pursuant to the Deferred Consideration Note Instrument;
"Deferred New Venture    the new Venture Shares to be allotted and issued in
Shares"                  respect of Deferred Consideration Notes following
                         satisfaction of the conditions precedent described in
                         paragraph 3 of this announcement;
"Enlarged Group"         the Venture Group, as enlarged by the acquisition of
                         WHAM;
"Euroclear"              Euroclear UK & Ireland Limited, the Operator (as
                         defined in the Regulations) of CREST;
"Extraordinary General   the extraordinary general meeting of WHAM Shareholders
Meeting" or "EGM"        to be convened by the notice to be set out at the end
                         of the Scheme Document, including any adjournment
                         thereof;
"FDP"                    a field development plan prepared by a petroleum
                         exploration company in connection with the Petroleum
                         Licensing Regulations;
"FDP Approval"           an authorisation by the Secretary of State for Trade
                         and Industry under the Petroleum Licensing Regulations;
"Form of Election"       the form of election to be sent to and for use by
                         Scheme Shareholders holding Scheme Shares in
                         certificated form in connection with the Deferred
                         Consideration Alternative;
"FSA"                    the Financial Services Authority;
"FSMA"                   the Financial Services and Markets Act 2000;
"Hearing Date"           The date on which the Court sanctions the Scheme and
                         confirms the reduction of capital which forms part of
                         it;
"holder"                 a registered holder and includes any person entitled by
                         transmission;
"Implementation          the agreement entered into between Venture and WHAM
Agreement"               dated 23 August 2007 for the purposes of implementing
                         the Scheme;
"Japan"                  Japan, its cities, prefectures, territories and
                         possessions;
"Listing Rules"          the listing rules made by the FSA under Section 73A of
                         FSMA, as amended from time to time;
"London Stock Exchange"  London Stock Exchange plc;
"Morpheus"               the Morpheus exploration project located in licence
                         P1245 on blocks 48/3a and 48/4;
"New Venture Shares"     the new Venture Shares to be allotted and issued
                         pursuant to the Scheme which, after their issue, will
                         rank pari passu in all respects with the existing
                         Venture Shares;
"Noteholder"             a registered holder of Deferred Consideration Notes;
"Offer"                  the recommended offer being made by Venture to acquire
                         the entire issued, and to be issued, share capital of
                         WHAM, which offer is to be effected by means of the
                         Scheme and where the context requires, any subsequent
                         revision, variation, extension or renewal of such
                         offer;
"Official List"          the Official List of the UK Listing Authority;
"Oriel Securities"       Oriel Securities Limited;
"Overseas Shareholders"  WHAM Shareholders who are resident in, or citizens of,
                         jurisdictions outside the UK;
"Panel"                  the Panel on Takeovers and Mergers;
"Petroleum Licensing     The Petroleum Licensing (Exploration and Production)
Regulations"             (Seaward and Landward Areas) Regulations 2004;
"Prospect(s)"            The identified exploration prospects as at the date of
                         this announcement which include: Prometheus East (block
                         42/21), Carboniferous (block 42/22), Morpheus (block 48
                         /3a, 48/4), Hypnos - Nyx (block 48/3a), Endymion (block
                         48/4), Carna (block 43/21b), West Harmonia (block 43/
                         16), Carya (block 43/16), Morea (block 43/21b), Ptelea
                         (block 42/25b), Alcyone (block 53/3d), Alcyone North
                         (block 53/3d), Andromeda (block 43/11, 43/12), South
                         East Schooner (block 44/27c), Morpheus South East
                         (block 48/3a, 48/4), Johnstone South East (block 48/
                         3a), Icarus North (block 49/22b), Icarus South (block
                         49/22b);
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulations"            the Uncertificated Securities Regulations 2001 (SI 2001
                         No. 3755), as amended from time to time;
"Restricted              Australia and Japan or any jurisdiction in relation to
Jurisdiction"            which the extension or acceptance of the Offer or the
                         Deferred Consideration Alternative to such jurisdiction
                         would be unlawful, or which Venture decides in its sole
                         discretion would be likely to involve disproportionate
                         complexity or risk;
"Restricted Overseas     an Overseas Shareholder who is resident in, or a
Shareholder"             citizen of a Restricted Jurisdiction (or any custodian
                         nominee or trustee for such persons);
"Scheme"                 the proposed scheme of arrangement under section 425 of
                         the Act between WHAM and the Scheme Shareholders, as
                         will be set out in the Scheme Document, with or subject
                         to any modification thereof, addition thereto or
                         condition which WHAM and Venture may agree and, if
                         required, which the Court may think fit to approve or
                         impose;
"Scheme Document"        the document to be sent to WHAM Shareholders containing
                         the notices of the two Shareholder Meetings and further
                         information concerning the Scheme;
"Scheme Effective Date"  the date on which the Scheme becomes effective in
                         accordance with its terms;
"Scheme Record Time"     4.30 p.m. on the business day immediately preceding the
                         Scheme Effective Date;
"Scheme Resolutions"     the resolutions to be proposed at the Court Meeting and
                         the special resolutions to be proposed at the EGM;
"Scheme Shareholders"    the holders of Scheme Shares;
"Scheme Shares"          means WHAM Shares:
                         (i) in issue at the date of this announcement;
                         (ii) (if any) issued after the date of this
                         announcement and prior to the Voting Record Time; and
                         (iii) (if any) issued at or after the Voting Record
                         Time and before 6.00p.m. on the business day
                         immediately preceding the Hearing Date, on terms that
                         the original or subsequent holder thereof shall be, or
                         shall have agreed in writing by such time to be, bound
                         by this Scheme,
                         save for any WHAM Shares held by Venture (or its
                         nominees);
"subsidiary",            have the meanings given to them by the Act;
"subsidiary
undertaking",
"associated
undertaking",
"undertaking" and
"holding company"
"Tristone Capital"       Tristone Capital Limited;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
                         Ireland;
"UKLA"                   the UK Listing Authority being the FSA acting as
                         competent authority for the purposes of Part VI of the
                         FSMA;
"United States" or "US"  the United States of America, its territories and
                         possessions, any state or political sub-division of the
                         United States of America and the District of Columbia
                         and all the other areas subject to its jurisdiction;
"US Person"              a 'US person' as defined in Regulation S under the US
                         Securities Act;
"US Securities Act"      the United States Securities Act of 1933, as amended,
                         and the rules and regulations promulgated thereunder;
"Venture"                Venture Production plc;
"Venture Directors"      the directors of Venture;
"Venture Group"          Venture and its subsidiary undertakings and associated
                         undertakings and, where the context permits, each of
                         them;
"Venture Shares"         ordinary shares of 0.4 pence each in the capital of
                         Venture;
"Voting Record Time"     48 hours prior to the time of the Court Meeting;
"WHAM"                   WHAM Energy plc;
"WHAM Articles"          the articles of association of WHAM;
"WHAM Directors"         the directors of WHAM at the date of this announcement;
"WHAM Group"             WHAM and its subsidiary undertakings and associated
                         undertakings and, where the context permits, each of
                         them;
"WHAM Options"           the various unapproved share options issued by WHAM to
                         employees of the WHAM Group;
"WHAM Optionholders"     holders of WHAM Options;
"WHAM Shareholders" or   holders of WHAM Shares;
"Shareholders"
"WHAM Shares" or         ordinary shares of 0.1 pence each in the capital of
"Shares"                 WHAM;
"WHAM Warrants"          the warrants issued by WHAM on 6 May 2005 to subscribe
                         for WHAM Shares at #1 per Share together with the
                         warrants issued by WHAM on 26 May 2005 to Bridgewell
                         Securities Limited to subscribe for WHAM Shares at 90
                         pence per share;
"Wider Venture Group"    as the context requires, Venture, its subsidiaries,
                         subsidiary undertakings, associated undertakings and
                         any other undertaking in which Venture has an interest
                         in 20 per cent. or more of the total voting rights
                         conferred by the equity capital of that undertaking;
                         and
"Wider WHAM Group"       as the context requires, WHAM its subsidiaries,
                         subsidiary undertakings, associated undertakings and
                         any other undertaking in which WHAM has an interest in
                         20 per cent. or more of the total voting rights
                         conferred by the equity capital of that undertaking.







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
OFFSEASMDSWSEDA