Heritage Oil Plc
TSX : HOC
LSE : HOIL

Heritage Oil Plc

August 23, 2012 12:12 ET

Heritage Oil Plc: Publication of Supplementary Circular and Supplementary Prospectus

LONDON, UNITED KINGDOM--(Marketwire - Aug. 23, 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. TOGETHER WITH THE CIRCULAR AND PROSPECTUS (PUBLISHED ON 6 AUGUST 2012) IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE, A SUPPLEMENTARY CIRCULAR AND SUPPLEMENTARY 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.

Heritage Oil Plc ("Heritage" or the "Company") (TSX:HOC)(LSE:HOIL), announces that it has today published and sent to all holders of Ordinary Shares and Exchangeable Shares in the capital of the Company (the "Shareholders") a supplementary circular (the "Supplementary Circular") and a supplementary prospectus (the "Supplementary Prospectus"). The Supplementary Circular and Supplementary Prospectus set out, inter alia, further details of the sale of a 26% interest in the production sharing contract relating to the Miran Block in the Kurdistan Region of Iraq and corresponding interest in the related joint operating agreement to Genel Energy plc for cash consideration of $156 million (the "Sale") and the $294 million exchangeable loan to be provided by Genel Energy plc to the Company (the "Loan"), and the impact of the Sale and Loan on the financing of the acquisition by the Company, through its interest in Shoreline Natural Resources Limited, of a major interest in OML 30 in Nigeria, as announced by the Company on 29 June 2012 (the "Proposed Acquisition"). On 22 August 2012, the Company announced the completion of the Sale, draw down of the Loan and termination of the proposed rights issue (described in the prospectus issued by the Company on 6 August 2012) which was to be undertaken in connection with the Proposed Acquisition.

The extraordinary general meeting of the Company convened in respect of the Proposed Acquisition will continue to be held on 30 August 2012.

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

Printed copies of the Supplementary Circular and the Supplementary 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 Supplementary Prospectus and the Supplementary 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 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.

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 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 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 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 Financial Adviser to Heritage and for no one else in connection with the Sale 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 or Standard Bank Group 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.

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, Supplementary Circular, Prospectus and Supplementary 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 ordinary shares of Heritage and the 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 0827

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

    Sole Financial Adviser and Sole Sponsor
    in respect of the Proposed Acquisition
    J.P. Morgan Cazenove
    Barry Weir
    +44 (0) 20 7742 4000

    J.P. Morgan Cazenove
    James Taylor
    +44 (0) 20 7742 4000

    J.P. Morgan Cazenove
    Neil Haycock
    +44 (0) 20 7742 4000

    Financial Adviser in connection with the Sale
    Standard Bank Group
    Roger Brown
    +44 (0) 20 3145 5000

    Standard Bank Group
    Simon Matthews
    +44 (0) 20 3145 5000

    Standard Bank Group
    Donald Hultman
    +44 (0) 20 3145 5000

    Media Enquiries
    John Waples
    +44 (0) 20 7831 3113

    Media Enquiries
    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