Posting of Scheme Document

RNS Number:4738E
Wham Energy plc
25 September 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.

                                                               25 September 2007

                                Recommended offer
                                      for
                                WHAM Energy plc
                                       by
                              Venture Production plc

Posting of Scheme Document

On 23 August 2007 the Boards of Venture and WHAM announced that they had 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. The Offer is to be
implemented by way of a scheme of arrangement under section 425 of the Companies
Act involving a capital reduction under section 135 of the Companies Act.

Further to that announcement, WHAM announces that the documentation relating to
the Offer (the "Scheme Document"), including the Forms of Proxy and Form of
Election, will be posted to WHAM Shareholders today.

As set out in the Scheme Document, two shareholder meetings, namely the Court
Meeting and the Extraordinary General Meeting, will be held to allow WHAM
Shareholders to vote on the proposed resolutions required to implement the
Scheme.

The key dates are as follows:

Latest time for lodging Forms of Proxy for the
- Court Meeting                                               11.00 a.m. on 20 October 2007    
- Extraordinary General Meeting                               11.05 a.m. on 20 October 2007    
Voting Record Time                                             6.00 p.m. on 20 October 2007
Court Meeting                                                 11.00 a.m. on 22 October 2007    
Extraordinary General Meeting                                11.05 a.m. on 22 October 2007*   
Latest time for lodging Form of Election                       3.00 p.m. on 5 November 2007
Hearing Record Time                                         6.00 p.m. on 8 November 2007 **                
Court hearing of petition to sanction the Scheme                          9 November 2007**
Commencement of temporary suspension of WHAM Shares          4.30 p.m. on 9 November 2007**      
Scheme Record Time                                           4.30 p.m. on 9 November 2007**      
Scheme Effective Date                                                    12 November 2007**
Cancellation of admission to trading of WHAM Shares         8.00 a.m. on 12 November 2007**    
Admission of New Venture Shares                                          15 November 2007**
CREST stock accounts credited with New Venture                           15 November 2007**
Shares in uncertificated form
Latest date for despatch of certificated New                             26 November 2007**
Venture Shares, Deferred Consideration Notes and cash entitlement


* Or as soon thereafter as the Court Meeting shall have been concluded or been
adjourned.

** These dates are indicative only and will depend, among other things, on the
date upon which the Court sanctions the Scheme and whether the Conditions are
satisfied or (if capable of waiver) waived on or prior to such date.

All references to times are to times in London (unless otherwise stated).

The Court Meeting and the Extraordinary General Meeting will be held at the
offices of Watson, Farley & Williams LLP, 15 Appold Street, London EC2A 2HB on
22 October 2007.

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.

Copies of the Scheme Document will shortly be available for inspection on the
WHAM website (www.whamenergy.com), at the offices of WHAM, Unit 8, Square Rigger
Row, Plantation Wharf, York Road, London SW11 3TZ and at the offices of Watson,
Farley & Williams LLP, 15 Appold Street, London EC2A 2HB during normal business
hours on any weekday (Saturdays, Sundays and public holidays excepted).

The Offer remains subject to the terms and conditions set out in the Scheme
Document. The Scheme will not become effective and the Offer will not be
completed unless the conditions set out in 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.

Terms defined in the Scheme Document have the same meaning in this announcement.

Enquiries:

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
Michael Burt

WHAM Public Relations                               [phone]
Simon Courtenay, City Profile

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]

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)(9) and 3(a)(10),
as appropriate, 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 be required to 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, following the completion
of the Scheme, file any reports with the US Securities and Exchange Commission.

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

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.

Landsbanki Securities (UK) 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. Landsbanki Securities (UK) Limited is not acting for,
and will not be responsible to anyone other than WHAM for providing the
protections offered to clients of Landsbanki Securities (UK) Limited nor for
providing advice in relation to the Offer.

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.

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.




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

END
MSCUVONRBARKUAR