Prospectus re Admission to the Official List - Heritage Oil

(ii) no share or loan capital of the Company or HOC (or any of their subsidiaries) is underoption or is the subject of an agreement, conditional or unconditional, to be put underoption and there is no current intention to issue any of the authorised and unissuedOrdinary Shares;(iii) there are no arrangements currently in force for involving the employees in the capital ofthe Company or HOC; and(iv) neither the Company nor HOC has any convertible securities, exchangeable securities orsecurities with warrants currently in issue.(f) The Company does not have in issue any shares not representing share capital.(g) No share capital of the Company is held by or on behalf of the Company or by any subsidiaryof the Company.(h) None of the Directors nor members of their families has a related financial product referencedto the Ordinary Shares, other than Exchangeable Shares as disclosed in sections 1 and 2 ofPart IX.(i) The ISIN (International Security Identification Number) to be used in relation to the OrdinaryShares in connection with Admission is JE00B2Q4TN56.(j) The legislation under which the Ordinary Shares have been created is the Act.(k) The Ordinary Shares are in registered form and, following Admission, will be capable of beingheld in uncertificated form, enabled through CREST. Further details of the operation of theCREST system are set out in Part I of this document. Definitive share certificates for offereesnot settling through CREST are planned to be dispatched in the week commencing7 April 2008. No temporary documents of title will be issued. Prior to the dispatch of suchcertificates, transfers will be certified against the Company’s register.(l) On 25 February 2008 and 18 March 2008, respectively, the existing shareholders of theCompany at that date passed the following resolutions in respect of the Ordinary Shares:(i) Special resolution to change the status of the Company from a private company to a publiccompany; and(ii) Special resolution to adopt the new Articles.(m) Save as summarised in this Part X, there are no restrictions on the free transferability of theOrdinary Shares.(n) Under articles 117 and 118 of the Act, an offeror in respect of a takeover offer which does notrelate to shares of different classes, has the right to acquire shares to which the offer relates butwhich he has not acquired or contracted to acquire where he has acquired or is contracted toacquire not less than nine-tenths in number in the case of no par value companies of the sharesto which the offer relates. The offeror may not issue a notice requiring the acquisition ofminority shares unless he has acquired or contracted to acquire not less than nine-tenths innumber of the shares to which the offer relates before the end of four months beginning withthe date of the offer and no notice may be given after the end of the period of two monthsbeginning with the date on which the offeror has acquired or contracted to acquire not lessthan nine-tenths in number. The squeeze out of minority shareholders can be completed at theend of 6 weeks from the date of the notice requiring the squeeze out. By virtue of article 119 ofthe Act, minority shareholders in respect of a takeover offer can require the offeror to acquiretheir shares provided the offeror has, before the end of the period within which the offer canbe accepted, acquired or contracted to acquire not less than nine-tenths in number in the caseof no par value companies of all the shares in the Company. Unless the offeror has given noticeunder article 117 of the Act, an offeror shall within one month of the end of the period withinwhich the offer can be accepted give the remaining shareholders notice of their rights torequire the offeror to acquire their shares. The notice may specify a period for the exercise ofthe remaining shareholders’ rights to be bought out, but that period must be at least 3 monthsafter the end of the period during which the offer can be accepted.In a case in which a takeover offer relates to shares of different classes, the offeror has the rightto acquire shares to which the offer relates but which he has not acquired or contracted to251