Prospectus re Admission to the Official List - Heritage Oil

may be allotted annually, such amounts being subject to approval by the shareholders in ageneral meeting;(c) the Act permits the incorporation of companies with no par value shares and the holding by aCompany of shares that it has redeemed or purchased as treasury shares;(d) there is no restriction under the Act for the allotment of shares in public companies unless paidup to at least one quarter of nominal value and the whole of any premium paid on such shares;(e) there is no requirement under the Act for directors to convene an extraordinary generalmeeting of the company where the net assets of the company are half or less of its called-upshare capital;(f) there is no requirement under the Act for a company to have a minimum authorisedshare capital;(g) the Act does not contain net asset restrictions on distributions made by public companies;(h) there is no concept of an extraordinary resolution under the Act and a special resolution isrequired to be passed by two-thirds of shareholders present (in person or by proxy) at therelevant meeting and this two-thirds threshold cannot be increased;(i) the circumstances in which the Act permits a Jersey company to indemnify its directors inrespect of liabilities incurred by the directors in carrying out their duties are limited, albeit in aslightly different manner to English companies. In particular, there is no express right for aJersey company to pre-fund a director’s defence costs;(j) the Act does not require the directors of a Jersey company to disclose to the company theirbeneficial ownership of any shares in the company (although they must disclose to the companythe nature and extent of any direct or indirect interest in a transaction entered into orproposed to be entered into by the company or by any subsidiary of the company which, to amaterial extent, conflicts with, or may conflict with, the interests of the company and of whichsuch director is aware). Similarly, the Act does not grant the directors of a Jersey company astatutory power to request information concerning the beneficial ownership of shares. But theArticles do confer on the Company power to investigate interests in Shares;(k) under the Act, shareholders holding not less than one-tenth of the total voting rights of theshareholders of a company who have the right to vote at the meeting requisitioned mayrequisition a meeting of shareholders;(l) contrary to the position under the Companies Act and the New Companies Act where directorsmust disclose any interest they may have in a contract to be entered into by the company or bya subsidiary of the company, the director of a Jersey company need only make a disclosurewhere his interest materially conflicts with that of the company and of which such directoris aware. But the Articles do restrict the directors’ ability to vote or count in the quorum inrelation to such contracts of arrangements;(m) the Act does not contain a provision which would require prior shareholder approval oftransactions with directors of the company. But the Articles do require the shareholders toapprove any loans, quasi-loans or credit transactions granted or guaranteed by the Company toany of the directors or their connected persons, so long as the aggregate nominal amount ofsuch transactions exceeds £10,000 for loans and quasi-loans, or £15,000 for credit transactions,and so long as any loan enabling such a director to properly perform his duties as a directordoes not exceed an aggregate nominal amount of £50,000. There are further exceptionscontained within the Articles;(n) the Act does not confer power on the shareholders to remove directors from office and anysuch power has to be expressly provided for in the articles of the Jersey company. The Articlesdo confer power on the shareholders to remove directors from office;(o) under the Act, at a meeting of shareholders, a poll may be demanded in respect of any questionby: (i) not less than five shareholders having the right to vote on the question; or (ii) ashareholder or shareholders representing not less than one-tenth of the total voting rights of allshareholders having the right to vote on the question. The Articles also provide that a poll maybe demanded by (i) a member or members holding a right to vote on which an aggregate254