Heritage Oil Corporation

Heritage Oil Corporation

August 23, 2012 10:40 ET

Heritage Oil Plc Announces the Termination of the Proposed Rights Offering and Heritage Oil Corporation Announces the Cancellation of the Due Bill Trading Procedure for Its Exchangeable Shares

CALGARY, ALBERTA--(Marketwire - Aug. 23, 2012) - Heritage Oil Plc (LSE:HOIL) ("Heritage"), the parent company of Heritage Oil Corporation (TSX:HOC) (the "Corporation"), announced its decision to terminate its proposed rights offering.

As announced on August 21, 2012, Heritage and its wholly owned subsidiary, Heritage Energy Middle East Limited ("HEME"), signed binding agreements with Genel Energy plc ("Genel") for: (i) the sale of a 26% interest in the production sharing contract relating to the Miran Block (the "Miran PSC") in the Kurdistan Region of Iraq ("Kurdistan") and corresponding interest in the related joint operating agreement (the "Miran JOA") to Genel for cash consideration of $156 million (the "Sale"); and (ii) a $294 million exchangeable loan to be provided by Genel to Heritage contemporaneously with completion of the Sale (the "Loan").

The Sale completed in accordance with its terms on August 22, 2012 and Heritage has received the cash consideration in full. The Loan was fully drawn down and the Loan funds have been received in full.

As announced by Heritage previously, if the Sale completed and the Loan was drawn down on or prior to August 22, 2012, the proposed rights issue (the "Proposed Rights Issue") described in the prospectus issued by Heritage on 6 August 2012 (the "Prospectus") to be undertaken in connection with the proposed acquisition by Heritage, through its interest in Shoreline Natural Resources Limited, of an interest in OML 30 in Nigeria, as previously announced by Heritage on June 29, 2012 (the "Proposed Acquisition") will no longer be required. Accordingly the Proposed Rights Issue has been terminated.

In light of the termination of the Proposed Rights Offering, the Corporation today announced the cancellation of the "Due Bill" trading procedure that would have otherwise applied to the Corporation's exchangeable shares listed and trading on the Toronto Stock Exchange. The Corporation had previously announced the application of the Due Bill trading procedure on August 18, 2012.

Notes to Editors

  • Heritage Oil Plc 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 an exploration, appraisal and development asset in the Kurdistan Region of Iraq, exploration assets in Malta, Tanzania, Pakistan, Libya and the Democratic Republic of Congo and a producing property in Russia.

  • For further information please refer to our website, http://www.heritageoilplc.com.

This press release is not for distribution to United States Newswire Services or for dissemination in the United States.

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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 Corporation does 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 proposed acquisition of OML 30, future production and grades, projections for sales growth, estimated revenues, reserves and resources, targets for cost savings, the construction cost of new projects, the timing and outcome of exploration projects and drilling programmes, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for the prices of hydrocarbons, the integration of acquisitions, the outlook for economic recovery and trends in the trading environment, statements about strategies, cost synergies, revenue benefits or integration costs and production capacity and future production levels and timing, 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 Corporation's intentions, beliefs or current expectations. An investor 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 Corporation. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. In particular, there is no assurance that the conditions precedent to completion of the acquisition of OML 30 will be satisfied or waived and the Corporation may not realise the anticipated benefits, operational and other synergies and/or cost savings from OML.

Any forward-looking statements in this announcement reflect the Corporation'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 Corporation's operations, results of operations, growth strategy and liquidity. The Corporation does not undertake any obligation publicly to release the results of any revisions or up-dates 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.

Subject to certain exceptions, neither this announcement nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in or into the United States of America, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States or other applicable securities law. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities of Heritage in the United States. The securities referred to herein have not been and will not be registered under the applicable securities laws of any other restricted jurisdiction and, subject to certain exceptions, may not be offered or sold within any jurisdiction where to do so would constitute a violation of the relevant laws or to any national, resident or citizen of such jurisdiction.

Important Information

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, exchange, or transfer any securities of Heritage. The value of the ordinary shares of Heritage Oil Plc and the exchangeable shares of the Corporation exchangeable into ordinary shares of Heritage can go down as well as up and past performance cannot be relied on as a guide to future performance.

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