Prospectus re Admission to the Official List - Heritage Oil

acquire where he has acquired or is contracted to acquire not less than nine-tenths in numberof any class in the case of no par value companies of the shares to which the offer relates. Theofferor may not issue a notice requiring the acquisition of minority shares unless he hasacquired or contracted to acquire not less than nine-tenths in number of any class of the sharesto which the offer relates before the end of four months beginning with the date of the offerand no notice may be given after the end of the period of two months beginning with the dateon which the offeror has acquired or contracted to acquire not less than nine-tenths in numberof any class. The squeeze out of minority shareholders can be completed at the end of 6 weeksfrom the date of the notice requiring the squeeze out. By virtue of article 119 of the Act,minority shareholders in respect of a takeover offer can require the offeror to acquire theirshares provided the offeror has, before the end of the period within which the offer can beaccepted, acquired or contracted to acquire not less than nine-tenths in number of any class inthe case of no par value companies of all the shares in the Company. Unless the offeror hasgiven notice under article 117 of the Act, an offeror shall within one month of the end of theperiod within which the offer can be accepted give the remaining shareholders notice of theirrights to require the offeror to acquire their shares. The notice may specify a period for theexercise of the remaining shareholders’ rights to be bought out, but that period must be at least3 months after the end of the period during which the offer can be accepted.(o) There have been no public takeover bids by third parties in respect of the Ordinary Sharessince incorporation.4.2 Share Capital of HOC(a) As at the date of Admission, the authorised and issued share capital of HOC will be as follows:AuthorisedIssuedNumber Amount Number AmountUnlimited HOC Common No par value Nil HOC Common Shares No par valueSharesUnlimited Exchangeable No par value 4,431,120 Exchangeable No par valueSharesShares(c) The ISIN (International Security Identification Number) to be used in relation to theExchangeable Shares in connection with Admission is CA 4269283053.(d) The legislation under which the Exchangeable Shares will be created is the ABCA.(e) The Exchangeable Shares will be in registered form and, following Admission, will be capableof being held in uncertificated form. The directors of HOC will make arrangementsimmediately after Admission for trades in the Exchangeable Shares to be settled throughCREST via depository interests representing the Exchangeable Shares for those Shareholderswho wish to hold their Exchangeable Shares in electronic form. Definitive share certificates forofferees not 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 HOC’s register.(f) The Exchangeable Shares will be denominated in Canadian Dollars.(g) On 20 March 2008, existing securityholders of HOC passed a resolution to approve the Plan ofArrangement providing for, in effect, the exchange of all the issued and outstanding HOCCommon Shares for Ordinary Shares or Exchangeable Shares.(h) Save as summarised in this Part X, there are no restrictions on the free transferability of theExchangeable Shares.(i) HOC exists under the laws of the Province of Alberta, Canada and accordingly, transactions inthe Exchangeable Shares will not be subject to the provisions of the City Code. Instead, untilsuch time that HOC ceases to be a ‘‘reporting issuer’’ (as defined under applicable securitieslaws), HOC will remain subject to applicable Canadian securities laws.In Canada, securities laws are generally a matter of provincial/territorial jurisdiction and as aresult, takeover bids are governed by the securities legislation in each province or territory.252