Prospectus re Admission to the Official List - Heritage Oil

More documents

Recommendations

Info

HERITAGE OIL LIMITEDBALANCE SHEETAs at 6 February 2008ASSETSCurrent assets:Cash and cash equivalents ................................................... 4242SHAREHOLDER’S EQUITYShare capital (note 2) ...................................................... 4242See accompanying notes to balance sheet.STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY$At beginning of the period .................................................... —Profit for the period ......................................................... —Other recognised income and expense ............................................ —Issue of share capital ........................................................ 42At end of the period ......................................................... 42$The Company has not traded since incorporation on 6 February 2008.172
HERITAGE OIL LIMITEDNOTES TO BALANCE SHEETAs at 6 February 2008Heritage Oil Limited (the ‘‘Company’’) was incorporated under the Companies (Jersey) Law 1991 on 6 February, 2008.The balance sheet is prepared in accordance with International Financial Reporting Standards (IFRS).1. Significant accounting policies:(a) Basis of presentation:The majority of the Company’s business will be transacted in U.S. dollars and, accordingly, the Company’s functional andreporting currency is U.S. dollars.(b) Cash and cash equivalents:The Company considers deposits in banks, certificates of deposit and short-term investments with original maturities ofthree months or less as cash and cash equivalents.2. Share capital:(a) Authorized:Unlimited number of Ordinary Shares without par value.(b) Issued:At Incorporation there was one Ordinary Share issued at $42 (£21.29).3. Subsequent events:On 22 February 2008, a second Ordinary Share was issued at $41 (£21.19).On 22 February 2008 the Company entered into an agreement with, inter alia, Heritage Oil Corporation (‘‘HOC’’)(the ‘‘Arrangement Agreement’’). Under the Arrangement Agreement, each holder of HOC Common Shares will exchange theirshares for Ordinary Shares or Exchangeable Shares of HOC on a one-for-ten basis. Exchangeable Shares of HOC have certainspecial rights including the right to direct a trustee as to how it should exercise a number (equal to the number of ExchangeableShares held) of the votes attaching to the Special Voting Share to be issued by the Company for these purposes.On 28 March 2008 the Company entered into the following agreements:• the Voting and Exchange Trust Agreement under which the Company will issue one Special Voting Share. The Special VotingShare will have the number of votes, which may be cast at any meeting at which holders of Ordinary Shares are entitled tovote, equal to the number of Exchangeable Shares of HOC outstanding at the relevant time.Each holder of Exchangeable Shares of HOC on the record date for any meeting at which holders of Ordinary Shares areentitled to vote will be entitled to instruct the Trustee to exercise those votes attached to the Special Voting Share for eachExchangeable Share of HOC held or to obtain a proxy from the Trustee entitling the holder to vote directly, at the relevantmeeting, the votes attached to the Special Voting Share to which the holder is entitled.• the Support Agreement under which for so long as any Exchangeable Shares of HOC remain outstanding, the Company hasmade certain covenants, to the fullest extent permitted by law, in favour of HOC including, but not limited to, the following:(a) the Company will not declare or pay dividends on Ordinary Shares unless HOC is able to declare and pay andsimultaneously declares and pays, as the case may be, an equivalent dividend on the Exchangeable Shares;(b) the Company will advise HOC in advance of the declaration of any dividend by the Company; and(c) the Company will take all actions and do all things reasonably necessary to enable and permit HOC and Alberta CallCoto perform their obligations, if any, arising upon the liquidation, dissolution or winding up of HOC, the receipt of aRetraction Request, the exercise by Alberta CallCo of its right to purchase Exchangeable Shares that are the subject of aRetraction Request and the exercise and the exercise by Alberta CallCo of its right to purchase all Exchangeable Sharesin the event of the a proposed liquidation, dissolution or winding up of HOC.The Company has agreed to take all such actions as are reasonably necessary to cause all Ordinary Shares deliverable inconnection with Exchangeable Shares to be listed and posted for trading on all stock exchanges on which outstanding OrdinaryShares are listed. The Company has also agreed not to exercise any voting rights attached to the Exchangeable Shares ownedby it or any of its affiliates on any matter considered at meetings of holders of Exchangeable Shares.• the Relationship Agreement with Anthony Buckingham and Albion Energy Limited governing the relationship between theparties.• the Sponsor’s Agreement under which, inter alia:the Company appointed JPMorgan Cazenove Limited as sponsor in connection with the application for admission of itsOrdinary Shares to the Official List and to trading on the London Stock Exchange (the ‘‘LSE’’); the Company has agreed topay the Sponsor a management fee of £1,000,000 plus VAT on Admission; the Company has agreed to pay (together with anyrelated value added tax) certain costs, charges, fees and expenses, in connection with, or incidental to Admission; theCompany has given certain warranties and undertakings to the Sponsor and given certain indemnities to the Sponsor that aretypical of an arrangement of this nature.173
Page 1 and 2:
This document comprises a prospectu
Page 3 and 4:
SUMMARY INFORMATIONThis summary mus
Page 5 and 6:
Summary Consolidated Income Stateme
Page 7 and 8:
Summary Consolidated Cash Flow Stat
Page 9 and 10:
Production from the Zapadno Chumpas
Page 11 and 12:
Given the geographic spread of the
Page 13 and 14:
RISK FACTORSAny investment in the O
Page 15 and 16:
wells may change as a result of low
Page 17 and 18:
which could have a materially adver
Page 19 and 20:
Failure to obtain additional financ
Page 21 and 22:
contractual or pricing terms, both
Page 23 and 24:
years. In addition, since December
Page 25 and 26:
UgandaUganda is among the poorest c
Page 27 and 28:
Market Price of the Ordinary Shares
Page 29 and 30:
DIRECTORS, CORPORATE SECRETARY, SEN
Page 31 and 32:
EXPECTED TIMETABLE OF PRINCIPAL EVE
Page 33 and 34:
CurrenciesAll references in this do
Page 35 and 36:
PART I—INFORMATION ON THE GROUPOV
Page 37 and 38:
Strong management and technical tea
Page 39 and 40:
the availability of existing infras
Page 41 and 42:
In 2005, the Group acquired a 95 pe
Page 43 and 44:
The Group acquired a 10 per cent. i
Page 45 and 46:
The Group is the operator and has a
Page 47 and 48:
exploration wells. The total estima
Page 49 and 50:
The Group has also entered into a s
Page 51 and 52:
Pakistan has current proved hydroca
Page 53 and 54:
operational by drawing up an Enviro
Page 55 and 56:
Mr. Buckingham has never had any as
Page 57 and 58:
Date2007 ........ On 18 January 200
Page 59 and 60:
(3) One common share of Heritage Ho
Page 61 and 62:
(f) General Sir Michael WilkesGener
Page 63 and 64:
Remuneration CommitteeThe Remunerat
Page 65 and 66:
Goldsworth House, Denton Way, Golds
Page 67 and 68:
ResourcesA summary of the gross Con
Page 69 and 70:
The post tax Net Present Value (NPV
Page 71 and 72:
RPS EnergyHeritage Oil - Competent
Page 73 and 74:
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
Page 93 and 94:
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124: RPS EnergyHeritage Oil - Competent
Page 135 and 136: Summary Consolidated Balance Sheets
Page 137 and 138: Summary Consolidated Balance Sheets
Page 139 and 140: locks during the first three and a
Page 141 and 142: On 2 October 2007, the Group execut
Page 143 and 144: of amplitude anomalies, further sup
Page 145 and 146: The increase in operating expenses
Page 147 and 148: 5.11 Discontinued OperationsThe res
Page 149 and 150: 6. RESULTS OF CONTINUING OPERATIONS
Page 151 and 152: 6.7 Foreign Exchange LossesThere wa
Page 153 and 154: 6.14 Capital ExpendituresThe follow
Page 155 and 156: 7.3 Petroleum and Natural Gas Reven
Page 157 and 158: 7.14 Capital ExpendituresAdditions
Page 159 and 160: 10. LIQUIDITY AND CAPITAL RESOURCES
Page 161 and 162: Year Ended 31 December 2005 Prepare
Page 163 and 164: Intangible E&E assets related to ea
Page 165 and 166: 11.2 The year ended 31 December 200
Page 167 and 168: (c) Reconciliation of loss for the
Page 169 and 170: Year Ended 31 December 2004 Prepare
Page 171 and 172: PART VII—FINANCIAL INFORMATIONA.
Page 173: DeclarationFor the purposes of Pros
Page 177 and 178: AUDITED AND UNAUDITED FINANCIAL INF
Page 179 and 180: HERITAGE OIL CORPORATIONCONSOLIDATE
Page 181 and 182: HERITAGE OIL CORPORATIONCONSOLIDATE
Page 183 and 184: HERITAGE OIL CORPORATIONNOTES TO CO
Page 185 and 186: Intangible E&E assets related to ea
Page 187 and 188: k) InvestmentsThe Group classifies
Page 189 and 190: usually when legal title passes to
Page 191 and 192: iii) IFRIC 12, ‘‘Service conces
Page 193 and 194: v) Liquidity riskLiquidity risk is
Page 195 and 196: ii) DerivativesDerivatives are reco
Page 197 and 198: 5 Other finance costsNine-month per
Page 199 and 200: Congo to the other partners in the
Page 201 and 202: No assets have been pledged as secu
Page 203 and 204: 31 December 30 September2005 2006 2
Page 205 and 206: 16 Trade and other payables31 Decem
Page 207 and 208: A reconciliation of the asset retir
Page 209 and 210: 21 Loss per shareThe following tabl
Page 211 and 212: 25 Commitments and contingenciesHer
Page 213 and 214: In November 2007, the Group farmed-
Page 215 and 216: Reconciliation of loss for the year
Page 217 and 218: At the end of the last reporting pe
Page 219 and 220: Reconciliation of cash flow stateme
Page 221 and 222: At 31 December 2006, this has resul
Page 223 and 224: AUDITED FINANCIAL STATEMENTS RELATI
Page 225 and 226:
AUDITORS’ REPORT TO THE SHAREHOLD
Page 227 and 228:
HERITAGE OIL CORPORATIONCONSOLIDATE
Page 229 and 230:
HERITAGE OIL CORPORATIONNOTES TO CO
Page 231 and 232:
effective as hedges, both at incept
Page 233 and 234:
A ceiling test was undertaken at De
Page 235 and 236:
6. Share capital:(a) Authorized:Unl
Page 237 and 238:
fair value of stock options are amo
Page 239 and 240:
C. PRO FORMA FINANCIAL INFORMATION
Page 241 and 242:
PRO FORMA NET ASSET STATEMENTThe fo
Page 243 and 244:
Production assumptionsProduction du
Page 245 and 246:
Macroeconomic assumptionsThe Direct
Page 247 and 248:
Accordingly, the Illustrative Proje
Page 249 and 250:
Arrangement AgreementPursuant to th
Page 251 and 252:
PART X—ADDITIONAL INFORMATION1. R
Page 253 and 254:
(ii) no share or loan capital of th
Page 255 and 256:
(j)In Alberta, the principal jurisd
Page 257 and 258:
nominal amount has been paid up of
Page 259 and 260:
instrument of transfer (in the case
Page 261 and 262:
up on all the shares conferring tha
Page 263 and 264:
(B) may be a director or other offi
Page 265 and 266:
and is in default for a period of 1
Page 267 and 268:
(c)have sufficient moneys, assets o
Page 269 and 270:
(e)against surrender of the Exchang
Page 271 and 272:
e, to the extent that the same is r
Page 273 and 274:
(g)(ii) by arranging for the credit
Page 275 and 276:
(b) rights, options or warrants oth
Page 277 and 278:
any provision of provincial, territ
Page 279 and 280:
7.5 None of the major shareholders
Page 281 and 282:
Position stillDirector/Senior Manag
Page 283 and 284:
employment or terminates his or her
Page 285 and 286:
All rights of a holder of Exchangea
Page 287 and 288:
agreement of this nature. These cir
Page 289 and 290:
to change. Where the Company pays a
Page 291 and 292:
As part of an agreement reached in
Page 293 and 294:
(x) Foreign Property Information Re
Page 295 and 296:
19. DOCUMENTS AVAILABLE FOR INSPECT
Page 297 and 298:
declared and unpaid dividends on ea
Page 299 and 300:
‘‘DTR’’‘‘DutchCo’’
Page 301 and 302:
‘‘ISIN’’‘‘ITA’’‘
Page 303 and 304:
anniversary of the Effective Date a
Page 305 and 306:
‘‘Support Agreement’’‘‘
Page 307:
emaining quantities recovered will
show all

Prospectus re Admission to the Official List - Heritage Oil

Create successful ePaper yourself

Delete template?

Save as template?