Heritage Oil Plc

TSX : HOC
LSE : HOIL


Heritage Oil Plc

November 15, 2012 11:39 ET

Heritage Oil Plc: Publication of Circular and Notice of EGM

LONDON, UNITED KINGDOM--(Marketwire - Nov. 15, 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 OR CIRCULAR. A CIRCULAR IS AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND FROM 34 PARK STREET, LONDON, W1K 2JD AND IS AVAILABLE FOR VIEWING ON THE COMPANY'S WEBSITE.

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.

Further to the announcement made on 12 November 2012, Heritage Oil Plc (TSX:HOC)(LSE:HOIL), has today published and sent to all holders of Ordinary Shares and Exchangeable Shares in the capital of the Company (the "Shareholders") a circular (the "Circular") in relation to the proposed divestment by Heritage Energy Middle East Limited, a wholly owned subsidiary of Heritage, of its remaining 49% interest in the Miran PSC and the Miran JOA, in satisfaction of all amounts due and payable by the Company to Genel under the terms of a US$294 million exchangeable loan provided to Heritage by Genel in August 2012 (the "Divestment").

The Divestment will be subject to approval of the Shareholders, and accordingly, the Circular contains a notice convening an extraordinary general meeting of the Company which is to be held at 4:00 p.m. GMT on 12 December 2012, at 22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands (the "EGM").

Copies of the Circular and the Notice of EGM are available for viewing on the Company's website at www.heritageoilplc.com and have been submitted to the National Storage Mechanism, and will shortly be available for inspection on the National Storage Mechanism's website www.hemscott.com/nsm.do.

Printed copies of the Circular, the Notice of EGM and a Form of Proxy have been mailed to all Shareholders and 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 Circular.

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 producing assets in Nigeria and Russia, exploration assets in Malta, Tanzania, Pakistan, Libya and the Democratic Republic of Congo and an exploration, appraisal and development asset in Kurdistan (being the Divestment Assets).
  • Following completion of the proposed Divestment, Heritage will not hold an interest in the Miran Block.
  • For further information please refer to our website, www.heritageoilplc.com

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 FSA, is acting as sole Sponsor to Heritage in connection with the proposed Divestment 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 such matters or any other matters set out in this announcement. For the purposes of this announcement, references to "J.P. Morgan Cazenove" are to J.P. Morgan Limited.

Standard Bank is authorised and regulated in the United Kingdom by the FSA, is acting as sole Financial Adviser to Heritage and for no one else in connection with the proposed Divestment 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. Neither the Company nor J.P. Morgan Cazenove or Standard Bank 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

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

Persons who are not resident in the United Kingdom may be affected by the laws of jurisdictions other than the United Kingdom. Such persons should inform themselves about and observe any applicable requirements of such jurisdictions. Any failure by such persons to comply with any 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 Divestment, J.P. Morgan Cazenove and Standard Bank disclaim any responsibility or liability for the violation of such restrictions by any person.

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 Divestment, Loan, 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 of the proposed Divestment 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 Divestment or the Loan repayment.

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 or Standard Bank 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, its territories or possessions or distributed, directly or indirectly, in or into the United States, 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 FSA and is not a prospectus and has been prepared solely in connection with the proposed Divestment. Copies of certain corporate documents relating to certain matters discussed herein, including the Circular, are/will be available from the Company's registered office and from 34 Park Street, London, W1K 2JD and are/will be 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 ordinary shares of Heritage and exchangeable shares of Heritage Oil 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.

Contact Information

  • Heritage Oil Plc
    Tony Buckingham
    CEO
    +44 (0) 1534 835 400

    Heritage Oil Plc
    Paul Atherton
    CFO
    +44 (0) 1534 835 400
    info@heritageoilplc.com

    Heritage Oil Plc - Investor Relations
    Tanya Clarke
    +44 (0) 20 7518 0838

    Heritage Oil Plc - Investor Relations
    Claire Harrison
    +44 (0) 20 7518 0827
    ir@heritageoilplc.com

    Sole Sponsor
    J.P. Morgan Cazenove
    Barry Weir / James Taylor / Neil Haycock
    +44 (0) 20 7742 4000

    Sole Financial Adviser in connection with
    the proposed Divestment
    Standard Bank Group
    Roger Brown / Simon Matthews / Donald Hultman
    +44 (0) 203 145 5000

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

    Canada
    Cathy Hume
    +1 416 868 1079 x231
    cathy@chfir.com

    Canada
    Jeanny So
    +1 416 868 1079 x225
    jeanny@chfir.com