Heritage Oil Plc
TSX : HOC
LSE : HOIL

Heritage Oil Plc

August 06, 2012 11:32 ET

Heritage Oil Plc: Publication of Circular and Notice of EGM and Prospectus

LONDON, UNITED KINGDOM--(Marketwire - Aug. 6, 2012) -

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THE SECURITIES REFERRED TO HEREIN ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. A CIRCULAR AND PROSPECTUS IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND FROM 34 PARK STREET, LONDON, W1K 2JD AND ARE AVAILABLE FOR VIEWING ON THE COMPANY'S WEBSITE

Heritage Oil Plc (TSX:HOC)(LSE:HOIL), announces that it has published and sent to all holders of Ordinary Shares and Exchangeable Shares in the capital of the Company (the "Shareholders") a class 1 circular (the "Circular") setting out further details of the proposed acquisition of a major interest in OML 30 announced by the Company on 29 June 2012 (the "Proposed Acquisition") and a prospectus in respect of a rights issue of new Ordinary Shares (the "Rights Issue") in connection with the Proposed Acquisition (the "Prospectus").

The Circular contains a notice convening an extraordinary general meeting of the Company which is to be held at 4:00 p.m. on 30 August 2012, at 22 Grenville Street, St Helier, JE4 8PX, Jersey, Channel Islands (the "EGM"). The purpose of the EGM is to seek the approval of Shareholders of all aspects of the Proposed Acquisition, including the requisite authorities relating to the Company's share capital required to effect the Rights Issue.

As the Proposed Acquisition is classified as a reverse takeover under the Listing Rules, the listing of the Company's Ordinary Shares and Exchangeable Shares on the Official List of the UK Listing Authority was suspended with effect from Monday 2 July 2012 until sufficient information on the Proposed Acquisition was available to the market. Following approval by the UK Listing Authority of the Circular and the Prospectus today, the Company has requested that the listing of its Ordinary Shares and Exchangeable Shares be restored to the Official List and trading in such shares is expected to resume with effect from the commencement of trading on 7 August 2012.

Copies of the Circular, the Notice of EGM, a Form of Proxy and the Prospectus have been submitted to the National Storage Mechanism, and each will shortly be available for inspection on the National Storage Mechanism's website www.hemscott.com/nsm.do.

Copies of the Circular and Notice of EGM, a Form of Proxy and the Prospectus have been mailed to all Shareholders in addition to being available for viewing on the Company's website at www.heritageoilplc.com. Printed copies of the Circular and the Prospectus will also be available from the Company's registered office and from 34 Park Street, London, W1K 2JD.

Capitalised terms used in this announcement, unless otherwise specified, have the meanings given to them in the Prospectus and the Circular.

Notes to Editors

Heritage

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

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

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Sole Financial Adviser to Heritage and for no one else in connection with the Proposed Acquisition only and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Sole Sponsor to Heritage in connection with the matters set out in this announcement, and Joint Global Coordinator, Joint Bookrunner and Underwriter in connection with the Rights Issue and any other capital raising as set out in this announcement to Heritage and for no one else and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement. For the purposes of this announcement, references to "J.P. Morgan Cazenove" are to both J.P. Morgan Limited and/or J.P. Morgan Securities plc, as appropriate.

Standard Bank Plc is authorised and regulated in the United Kingdom by the Financial Services Authority and is entered in the FSA's register (register number 124823). Standard Bank Plc is acting as Joint Global Coordinator and Joint Bookrunner to Heritage and for no one else in connection with the Rights Issue and any other capital raising as set out in this announcement and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

Canaccord Genuity Limited is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Lead Manager to Heritage and for no one else in connection with the Rights Issue and any other capital raising as set out in this announcement and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.

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.

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. None of the Company, J.P. Morgan Cazenove, Standard Bank Group or Canaccord 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.

Overseas Shareholders

The participation in the Rights Issue by persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Prospectus.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Proposed Acquisition and the Rights Issue disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law and the Listing Rules of the United Kingdom Financial Services Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Unless otherwise determined by Heritage, and permitted by applicable law and regulation, the shares to be issued in connection with the Rights Issue will not be issued directly to shareholders in and will not be capable of acceptance in or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

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, 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 Company'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 Company.

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 will be satisfied or waived and the Company may not realise the anticipated benefits, operational and other synergies and/or cost savings from the Proposed Acquisition. Forward-looking statements also appear in a number of places in the RPS Report, which reproduces data derived from studies conducted on behalf of the Company relating to its interest in reserves and resources of crude oil and gas in certain of the Company's properties and the reserves and resources of crude oil and gas of OML 30, and contains projections and estimates relating to the Company's current plans regarding volume of crude oil and gas, well development, amount and type of equipment and transportation infrastructure necessary to implement its exploration and production plans and associated timeline and capital and operating expenditures required to purchase or build such equipment and infrastructure. The estimates and projections contained in the RPS Report are based on certain assumptions, which may prove to be incorrect.

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. None of the Company, J.P. Morgan Cazenove, Standard Bank Group or Canaccord 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.

This announcement constitutes an advertisement within the meaning of the Prospectus Rules of the United Kingdom Financial Services Authority and is not a prospectus and has been prepared solely in connection with the Proposed Acquisition. Copies of the Circular and Prospectus are available from the Company's registered office and from 34 Park Street, London, W1K 2JD and are available for viewing on the Company's website at www.heritageoilplc.com.

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 Heritage Shares can go down as well as up and past performance cannot be relied on as a guide to future performance.

Contact Information

  • Heritage Oil Plc
    Tony Buckingham, CEO / Paul Atherton, CFO
    +44 (0) 1534 835 400
    info@heritageoilplc.com

    Heritage Oil Plc - Investor Relations
    Tanya Clarke / Claire Harrison
    +44 (0) 20 7518 0838
    ir@heritageoilplc.com

    Sole Financial Adviser, Sole Sponsor,
    Joint Global Coordinator, Joint Bookrunner and Underwriter
    J.P. Morgan Cazenove
    Barry Weir / James Taylor / Neil Haycock
    +44 (0) 20 7742 4000

    Joint Global Coordinator and Joint Bookrunner
    Standard Bank Group
    Roger Brown / Simon Matthews / Donald Hultman
    +44 (0) 20 3145 5000

    Lead Manager
    Canaccord Genuity Limited
    Giles Fitzpatrick / Tim Hoare / Rob Collins / Tarica Mpinga
    +44 (0) 20 7523 8103

    Media Enquiries
    John Waples / Ben Brewerton
    +44 (0) 20 7831 3113
    heritageoil.sc@fticonsulting.com

    Canada
    Cathy Hume / Jeanny So
    +1 416 868 1079 x231 / x225
    cathy@chfir.com / jeanny@chfir.com