Heritage Oil Plc
LSE : HOIL
TSX : HOC

Heritage Oil Plc

December 31, 2009 08:00 ET

Heritage Oil Notice of Results of Bondholder Meeting and Notice of Amendment to Agency Agreement (Including Terms And Conditions of Bonds)

CALGARY, ALBERTA--(Marketwire - Dec. 31, 2009) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Heritage Oil Plc

("Heritage" or the "Company")

Heritage Oil Plc (TSX:HOC)(LSE:HOIL), an independent upstream exploration and production company, announces, in relation to the U.S.$165,000,000 8.00 per cent. Convertible Bonds 2012 (ISIN: XS0285398433) (the "Bonds") issued by its wholly-owned indirect subsidiary, Heritage Oil Corporation ("HOC"), of which U.S.$127,100,000 are outstanding at today's date, that at the meeting of the holders of the Bonds (the "Bondholders") held on 31 December 2009 (the "Bondholder Meeting"), the extraordinary resolution contained in the Notice of Bondholder Meeting dated 9 December 2009, as amended by the Amendment Notice dated 23 December 2009, (the "Resolution") put to the Bondholders was duly passed and certain amendments to the Terms and Conditions of the Bonds resulting from the passing of the Resolution were made. A notice (the "Results Notice") was issued by HOC to Bondholders today to announce the voting results. The Results Notice is set out below in full.

HERITAGE OIL CORPORATION

(the "Company")

U.S.$165,000,000 8.00 PER CENT. CONVERTIBLE BONDS DUE 2012 issued by the Company (ISIN: XS0285398433) (the "Bonds")

NOTICE OF RESULTS OF BONDHOLDER MEETING AND NOTICE OF AMENDMENT TO AGENCY AGREEMENT (INCLUDING TERMS AND CONDITIONS OF BONDS)

NOTICE IS HEREBY GIVEN that at the meeting of the holders of the outstanding Bonds (the "Bondholders") held on 31 December 2009 (the "Meeting"), the Extraordinary Resolution put to the Bondholders was duly passed.

Set out below are the voting results in respect of the Extraordinary Resolution proposed at the meeting. The number of Bonds carrying a vote in issue at today's date is 1,271 of a par value of U.S.$100,000 each, representing an aggregate principal amount of U.S.$127,100,000.



-----------------------------------------------------------------------
For Against
-----------------------------------------------------------------------
Votes (by Votes (by
principal principal
amount of % Votes amount of % Votes
Description Bonds) Cast Bonds) Cast
-----------------------------------------------------------------------
EXTRAORDINARY
RESOLUTION 118,900,000 100 NIL NIL
-----------------------------------------------------------------------


Overall, 93.55 per cent. of the issued and outstanding Bonds voted and all voted in favour of the Extraordinary Resolution.

The full text of the Extraordinary Resolution is contained in the Notice of Bondholder Meeting dated 9 December 2009, as amended by the Amendment Notice dated 23 December 2009.

Further, NOTICE IS HEREBY GIVEN to the Bondholders of certain amendments to the terms and conditions of the Bonds effected by the execution by the Company, The Bank of New York Mellon (the "Agent") and Heritage Oil Plc ("Heritage Oil") of a deed of amendment dated 31 December 2009 (the "Deed of Amendment") following the passing of the Extraordinary Resolution at the Meeting. The Deed of Amendment amends the paying and conversion agency agreement (as amended by a deed of amendment dated 31 March 2008 between the Company, the Agent and Heritage Oil) (the "Agency Agreement") (including the form of definitive bond (the "Form of Definitive Bond") to which the terms and conditions of the Bonds (the "Terms") are affixed and the form of permanent global bond (the "Form of Permanent Global Bond") representing the Bonds) executed by the Company and the Agent on 16 February 2007 by which the Bonds are constituted.

Summary of Amendments

By the execution of the Deed of Amendment:



1. the following amendments have been made to the Terms contained in the
Agency Agreement:

(a) the second paragraph under the heading "Terms and Conditions of the
Bonds" be deleted in its entirety and replaced with the following:

"The issue of the U.S.$165,000,000 8.00 per cent. Convertible Bonds due
2012 (the "Bonds", which expression shall, unless otherwise indicated,
include any further bonds issued pursuant to Condition 16 and consolidated
and forming a single series with the Bonds) was (save in respect of any
such further bonds) authorised by a resolution of the Board of Directors
of Heritage Oil Corporation (the "Issuer") passed on 13 February 2007. A
Paying and Conversion Agency Agreement dated 16 February 2007 (as amended
by an agreement dated 31 March 2008 between the Issuer, The Bank of New
York Mellon and Heritage Oil Plc, a company incorporated in Jersey with
registered number 99922 ("HOP") and as further amended by an agreement
dated 31 December 2009 between the Issuer, The Bank of New York Mellon
and HOP) (the "Agency Agreement") has been entered into in relation to
the Bonds between the Issuer and The Bank of New York Mellon (the "Paying
and Conversion Agent", which expression shall include any successor as
paying and conversion agent under the Agency Agreement). The Agency
Agreement includes the form of Bonds and the Coupons (as defined below).
Copies of the Agency Agreement and the Security Deed (as defined below)
are available for inspection at the specified offices of the Paying
and Conversion Agent. The holders of the Bonds (the "Bondholders") and
the holders of the Coupons (whether or not attached to them) (the
"Couponholders") are deemed to have notice of all the provisions of the
Agency Agreement applicable to them.";

(b) in condition 1(a) (Form), the reference to "HOL" be deleted and replaced
with a reference to "HOP";

(c) in the second and the final paragraph of condition 2 (Status and
Security), the references to "The Bank of New York" be deleted and
replaced with references to "The Bank of New York Mellon";

(d) in condition 3 (Negative Covenants):

(i) condition 3(a) (Dividend Restriction) be deleted in its entirety,
and existing condition 3(b) (Restrictions on secured indebtedness)
and 3(c) (Negative Pledge) be renumbered accordingly; and

(ii) in condition 3(a) (as renumbered pursuant to the previous
sub-clause of the Deed of Amendment) (Restrictions on secured
indebtedness) and 3(b) (as renumbered pursuant to the previous
sub-clause of the Deed of Amendment) (Negative Pledge), the
references to "HOL" be deleted and replaced with references
to "HOP";

(e) in condition 4 (Definitions):

(i) the references to "HOL" be deleted and replaced with references to
"HOP" in the following definitions:

A. "Group";

B. "Newco Scheme"; and

C. "Relevant Event"; and

(ii) the definition of "Capital Distribution" be deleted;

(f) in condition 6 (Conversion of Bonds into Common Shares):

(i) in the final paragraph of condition 6(a) (Conversion Period and
Conversion Price), in condition 6(b)(i), 6(b)(ii) (as amended
pursuant to the Resolution) and 6(b)(iii) to (viii) inclusive, and
in condition 6(e) (Employees' Share Schemes) and 6(l) (Purchase or
Redemption by the Issuer of its own Shares), the references to "HOL"
be deleted and replaced with references to "HOP"; and

(ii) condition 6(b)(ii) be deleted in its entirety and replaced with the
following:

"Capital Distribution: If and whenever HOP shall pay or make any Dividend
(as defined below) to the Shareholders, HOP shall make or pay to the holder
of each Bond which is outstanding on the record date for such Dividend an
amount or distribution (the "Pass-through Dividend") which is equal to the
Dividend which would be received by the holder of a number of Common Shares
equal to the number of Common Shares to which the holder of such Bond would
have been entitled if it had exercised its Conversion Rights on the record
date for the relevant Dividend, PROVIDED THAT, in the event that the
relevant Dividend is paid or made otherwise than in cash, HOP may elect
instead to pay the Fair Market Value of the Pass-through Dividend.

No adjustment to the Conversion Price will be made in respect of any
Dividend paid or made by HOP.

For the purposes of the above, the Fair Market Value of a Dividend
shall (subject as provided in paragraph (a) of the definition of
"Dividend" below and in the definition of "Fair Market Value" below)
be determined as at the date of the first public announcement of the
relevant Dividend.

In making any such calculation, such adjustments (if any) shall be made as
an Independent Financial Adviser considers appropriate to reflect any
consolidation or subdivision of any Common Shares or the issue of Common
Shares.

"Dividend" means any dividend or distribution (including a Spin-Off)
whether of cash, securities, assets or other property, and whenever
paid or made and however described (and for these purposes a distribution
of assets includes without limitation an issue of Common Shares or other
Securities) provided that:

A. where a cash Dividend is announced which is to be, or may at the
election of a Shareholder or Shareholders be, satisfied by the issue or
delivery of Common Shares or other securities, property or assets, then
for the purposes of this definition the Dividend in question shall be
treated as a Dividend of the greater of (i) such cash Dividend and (ii)
the Fair Market Value (on the date of the first public announcement of
such Dividend or if later, the date on which the number of Common Shares
(or amount of property, securities or assets, as the case may be) which
may be issued or delivered is determined) of such Common Shares or other
property, securities or assets;

B. a purchase or redemption of share capital of HOP by HOP or any
Subsidiary Undertaking of HOP shall not constitute a Dividend unless, in
the case of purchases of Common Shares by or on behalf of HOP or any of
its Subsidiary Undertakings, the Volume Weighted Average Price per
Common Share (before expenses) on any one day in respect of such
purchases exceeds by more than 5 per cent. the Volume Weighted Average
Price of a Common Share on the five immediately preceding dealing days
either (1) on that day, or (2) where an announcement has been made of
the intention to purchase Common Shares at some future date at a
specified price, on the dealing day immediately preceding the date of
such announcement and, if in the case of either (1) or (2), the relevant
day is not a dealing day, the immediately preceding dealing day, in
which case such purchase shall be deemed to constitute a Dividend to the
extent that the aggregate price paid (before expenses) in respect of
such Common Shares purchased by HOP or, as the case may be, any of its
Subsidiary Undertakings exceeds the product of (i) 105 per cent. of the
Volume Weighted Average Price of the Common Shares determined as
aforesaid and (ii) the number of Common Shares so purchased; and

C. if HOP or any of its Subsidiary Undertakings shall purchase any
receipts or certificates representing Common Shares, the provisions
of paragraph B shall be applied in respect thereof in such manner
and with such modifications (if any) as shall be determined in good
faith by an Independent Financial Adviser.

"Fair Market Value" means, with respect to any property on any date,
the fair market value of that property as determined in good faith by
an Independent Financial Adviser provided that (i) the Fair Market Value
of a cash Dividend paid or to be paid shall be the amount of such cash
Dividend; (ii) the Fair Market Value of any other cash amount shall be
the amount of such cash; (iii) where Spin-Off Securities, options,
warrants or other rights are publicly traded in a market of adequate
liquidity (as determined by an Independent Financial Adviser), the fair
market value (a) of such Spin-Off Securities shall equal the arithmetic
mean of the daily Volume Weighted Average Price of such Spin-Off
Securities and (b) of such options, warrants or other rights shall
equal the arithmetic mean of the daily closing prices of such options,
warrants or other rights, in the case of both (a) and (b) during the
period of five dealing days on the relevant market commencing on such
date (or, if later, the first such dealing day such Spin-Off Securities,
options, warrants or other rights are publicly traded); and (iv) in the
case of (i) translated into the Relevant Currency (if declared or paid
in a currency other than the Relevant Currency) at the rate of exchange
used to determine the amount payable to Shareholders who were paid or are
to be paid or are entitled to be paid the cash Dividend in the Relevant
Currency; and in any other case, converted into the Relevant Currency
(if expressed in a currency other than the Relevant Currency) at such rate
of exchange as may be determined in good faith by an Independent
Financial Adviser to be the Prevailing Rate of Exchange at the close of
business on that date (or if no such rate is available on that date
the equivalent rate on the immediately preceding date on which such a
rate is available).

"Spin-Off" means:

A. a distribution of Spin-Off Securities by HOP to Shareholders as a class;
or

B. any transfer of any property or assets (including cash or shares or
securities of or in or issued or allotted by any entity) by any entity
(other than HOP) to Shareholders as a class or, in the case of or in
connection with a Newco Scheme, Existing Shareholders, as a class (but
excluding the issue and allotment of shares by Newco to Existing
Shareholders), pursuant in each case to any arrangements with HOP or any
of its Subsidiary Undertakings.

"Spin-Off Securities" means equity shares of an entity other than HOP."; and

(g) in condition 10 (Events of Default) and 11 (Undertakings), all
references to "HOL" be deleted and replaced with references to
"HOP"."; and

2. such further consequential amendments have been made to the Agency
Agreement, including the Form of Definitive Bond and the Form of
Permanent Global Bond, as were necessary to give effect to the
amendments referred to in paragraph 1 above and to reflect the change of
name of Heritage Oil Limited to Heritage Oil Plc.


Subject to the above-mentioned amendments, the Agency Agreement remains unchanged and the Bonds shall otherwise continue in full force and effect. The Company advises that the amendments to the Agency Agreement pursuant to the Deed of Amendment in relation to the change of name of Heritage Oil Limited to Heritage Oil Plc are not prejudicial to the interests of the Bondholders.



This notice is given by
HERITAGE OIL CORPORATION
in its capacity as issuer
of the Bonds

Dated: 31 December 2009"


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.

-- For further information please refer to our website,
www.heritageoilplc.com


If you would prefer to receive press releases via email please contact Jeanny So (jeanny@chfir.com) and specify "Heritage press releases" in the subject line.

FORWARD-LOOKING INFORMATION:

Except for statements of historical fact, all statements in this news release - including, without limitation, statements regarding production estimates and future plans and objectives of Heritage - constitute forward-looking information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from those anticipated in such statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties such as: risks relating to estimates of reserves and recoveries; production and operating cost assumptions; development risks and costs; the risk of commodity price fluctuations; political and regulatory risks; and other risks and uncertainties as disclosed under the heading "Risk Factors" in its Prospectus and elsewhere in Heritage documents filed from time-to-time with the London Stock Exchange and other regulatory authorities. Further, any forward-looking information is made only as of a certain date and the Company undertakes no obligation to update any forward-looking information or statements to reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipated events, except as may be required by applicable securities laws. New factors emerge from time to time, and it is not possible for management of the Company to predict all of these factors and to assess in advance the impact of each such factor on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking information.

Contact Information