Heritage Oil Limited
TSX : HOC
LSE : HOIL

Heritage Oil Limited

June 15, 2009 12:08 ET

Heritage Oil Limited Announces the Successful Placing of 25.4 Million New Ordinary Shares at a Placing Price of 520 Pence Per Share

CALGARY, ALBERTA--(Marketwire - June 15, 2009) -

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION

Heritage Oil Limited (TSX:HOC)(LSE:HOIL) announces the completion of the placing announced earlier today (the "Placing"). A total of 25,400,000 new ordinary shares in the Company (the "Placing Shares") have been placed with institutions at a price of 520 pence per Placing Share (the "Placing Price"), which represents a premium of 2.9% to the closing price on 12 June 2009. Based on the Placing Price, the gross proceeds of the Placing will be Pounds Sterling 132 million. The Placing Shares being issued represent an increase of approximately 9.8% in Heritage Oil's existing issued share capital.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of no par value of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Applications have been made for the Placing Shares to be admitted to the Official List of the UK Listing Authority and to trading on the main market ("Main Market") of the London Stock Exchange (together, the "Admission"). It is expected that Admission will take place and that trading in the Placing Shares will commence on 18 June 2009 (the "Closing Date").

J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove") is acting as sole bookrunner (the "Bookrunner") on behalf of Heritage Oil in respect of the Placing. Canaccord Adams Limited ("Canaccord Adams") is acting as Co-Lead Manager on behalf of Heritage Oil in respect of the Placing. The Placing is conditional on Admission and certain other conditions as referred to in the announcement of the Placing made earlier today.

Notes to Editors

- Heritage is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 Index. The trading symbol is HOIL. Heritage has a further listing on the Toronto Stock Exchange (TSX:HOC).

- Heritage is an independent upstream exploration and production company engaged in the exploration for, and the development, production and acquisition of, oil and gas in its core areas of Africa, the Middle East and Russia.

- Heritage has a producing property in Russia and exploration projects in Uganda, the Kurdistan Region of Iraq, the Democratic Republic of Congo, Malta, Pakistan, Tanzania and Mali.

- All dollars are US$ unless otherwise stated

- For further information please refer to our website at www.heritageoilltd.com

About the Company

The Company is a public limited company incorporated in Jersey with registered number 99922 and whose registered office is at Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW.

The Company's authorised share capital consists of an unlimited number of ordinary shares of no par value and one special voting share of no par value.

A copy of the Company's latest annual report and accounts is available on the Company's website www.heritageoilltd.com.

The directors of the Company are:

Michael J. Hibberd (Chairman)

Anthony Buckingham (Chief Executive Officer)

Paul Atherton (Chief Financial Officer)

Salim Hassan Maki (Non-Executive Director)

General Sir Michael Wilkes KCB, CBE (Non-Executive Director)

Gregory Turnbull (Non-Executive Director)

John McLeod (Non-Executive Director)

The secretary of the Company is Woodbourne Secretaries (Jersey) Limited of Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW.

Details of the Company's advisers are available on the Company's website.

This Announcement is not for distribution directly or indirectly in or into the United States, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, South Africa or Japan or any jurisdiction in which such an offer or solicitation would be unlawful. The shares in the Company referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of the shares referred to in this Announcement is being made in the United Kingdom, the United States or elsewhere.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove Limited ("J.P Morgan Cazenove"), J.P. Morgan Securities Ltd. ("J.P. Morgan Securities") or Canaccord Adams (together, the "Banks") or by any of their affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Cazenove, J.P. Morgan Securities, and Canaccord Adams, which are each authorised and regulated by the Financial Services Authority, are each acting for the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove, J.P. Morgan Securities, or Canaccord Adams as the case may be, nor for providing advice in relation to the Placing or any other matter referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan Cazenove, J.P. Morgan Securities and Canaccord Adams to inform themselves about, and to observe, any such restrictions.

Certain information in this Announcement is based on management estimates. Such estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. No representation or warranty (express or implied) is given that such estimates are so founded. The Company, J.P. Morgan Cazenove and Canaccord Adams do not undertake any obligation to correct or complete any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise.

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements include, but are not limited to, statements with regard to the outcome of the Placing or the proposed acquisition of Genel Energy International Limited announced on 9 June 2009 (the "Proposed Acquisition"), future production and grades, projections for sales growth, estimated revenues, reserves and resources, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for the prices of hydrocarbons, the outlook for economic recovery and trends in the trading environment, statements about cost synergies, revenue benefits or integration costs and capacity and may be (but are not necessarily) identified by the use of words such as "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "aims", "plans", "predicts", "continues", "assumes", "positioned", "will", or "should" and other similar expressions that are predictions of or indicate future events and future trends or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. An investor and/or Placee (as defined below) should not place undue reliance on forward-looking statements because, by their nature, they involve known and unknown risks, uncertainties and other factors and relate to events and depend on circumstances that may or may not occur in the future that are in many cases beyond the control of the Company. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements.
The Placing is not conditional on the execution of a binding implementation agreement in respect of, or the completion of, the Proposed Acquisition and investors/Placees should not place any reliance on such events occurring when considering an investment in the Company. There is no assurance that the Company will enter into a binding implementation agreement in respect of the Proposed Acquisition or that such an agreement will be entered into on the terms described in prior announcements of the Company. There is also no assurance that even if a binding implementation agreement is entered into that any such transaction will be completed. There is no assurance that the Placing will complete. Any forward-looking statements in this Announcement reflect the Company's view with respect to future events as at the date of this Announcement and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. The Company, J.P. Morgan Cazenove and Canaccord Adams undertake no obligation publicly to release the results of any revisions or updates to any forward-looking statements in this Announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

Contact Information

  • Heritage Oil Limited
    Tony Buckingham
    CEO
    +44 (0) 1534 835 400
    or
    Heritage Oil Limited
    Paul Atherton
    CFO
    +44 (0) 1534 835 400
    info@heritageoilltd.com
    or
    Heritage Oil Limited - Investor Relations
    Tanya Clarke
    +44 (0) 20 7518 0838
    tc@heritageoilltd.com
    or
    J.P. Morgan Cazenove
    Ian Hannam
    +44 20 7588 2828
    or
    J.P. Morgan Cazenove
    Neil Haycock
    +44 20 7588 2828
    or
    Canaccord Adams
    Jeffery Auld
    +44 20 7050 6500
    or
    Canaccord Adams
    Elijah Colby
    +44 20 7050 6500
    or
    Bell Pottinger Corporate & Financial - PR - Europe
    Nick Lambert
    +44 (0) 20 7861 3232
    NLambert@bell-pottinger.co.uk
    or
    Bell Pottinger Corporate & Financial - PR - Europe
    Andrew Benbow
    +44 (0) 20 7861 3232
    ABenbow@bell-pottinger.co.uk
    or
    CHF Investor Relations - Investor Relations - Canada
    Cathy Hume
    416 868 1079 x231
    cathy@chfir.com
    or
    CHF Investor Relations - Investor Relations - Canada
    Lindsay Carpenter
    416 868 1079 x239
    lindsay@chfir.com