Prospectus re Admission to the Official List - Heritage Oil

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(iv) The Directors may also refuse to register the transfer of a certificated share unless theinstrument of transfer:(A) is lodged at the registered office or at another place appointed by the Directorsaccompanied by the certificate for the share to which it relates and such otherevidence as the Directors may reasonably require to show the right of the transferorto make the transfer;(B) is in respect of one class of share only; and(C) is in favour of not more than four persons.(v) If the Directors refuse to register a transfer of a share in certificated form, they shall sendthe transferee notice of the refusal within two months after the date on which theinstrument of transfer was lodged with the Company.(vi) No fee shall be charged for the registration of any instrument of transfer or otherdocument relating to or affecting the title to a share.(vii) The holder of the Special Voting Share may only transfer the Special Voting Share inaccordance with terms of the Voting and Exchange Trust Agreement.(j) General meetings(i) All general meetings of the Company other than annual general meetings shall be calledextraordinary general meetings.(ii) Except for the annual general meeting, the Directors shall convene and the Company shallhold general meetings as extraordinary general meetings in accordance with the Act. TheDirectors may call general meetings whenever they think fit. On the requisition ofmembers pursuant to the provisions of the Act, the Directors shall promptly convene anextraordinary general meeting.(iii) An annual general meeting and an extraordinary general meeting called for the passing ofa special resolution shall be called by at least 21 clear days’ written notice. All otherextraordinary general meetings shall be called by at least 14 days’ written notice. Subject tothe provisions of the Act, the provisions of the Articles and to any restrictions imposed onany shares, the notice shall be sent to all the members, to each of the directors and tothe auditors.(iv) The notice shall specify the time and place of the meeting and the general nature of thebusiness to be transacted at the meeting.(v) In the case of an annual general meeting, the notice shall specify the meeting as such. Inthe case of a meeting to pass a special resolution, the notice shall contain a statement tothat effect.(vi) The Company may specify in the notice a time, which may not be more than 48 hoursbefore the time fixed for the meeting, by which a person must be entered on the Companyregister in order to have the right to attend and vote at the meeting.(vii) Any resolution (other than a procedural resolution) put to the vote at the meeting shall bedecided on a poll. Procedural resolutions shall be decided on a show of hands, unless apoll is demanded by:(A) the chairman of the meeting;(B) not less than five members present in person or by proxy and entitled to vote onthe resolution;(C) a member or members present in person or by proxy and representing not less thanone-tenth of the total voting rights of all the members having the right to vote on theresolution;(D) a member or members present in person or by proxy and holding shares in theCompany conferring a right to vote at the meeting being shares on which anaggregate sum has been paid up equal to not less than one-tenth of the total sum paid258
up on all the shares conferring that right or, the member who is the holder of theSpecial Voting Share, whether present or in person by proxy; or(E) the holder of the Special Voting Share, whether present in person or by proxy.(viii) A poll shall be taken in such manner as the chairman of the meeting may decide.(ix) The members may require the directors to obtain an independent report on any poll takenat a general meeting of the Company, and if required to do so the directors must appointan independent assessor within one week of the request for the independent report.(x) A Director shall, notwithstanding that he is not a member, be entitled to attend and speakat any general meeting and at any separate meeting of the holders of any class of shares inthe capital of the Company.(xi) The chairman may at any time, without the consent of the meeting, adjourn the meetingfor the purpose of declaring the results of a poll.(k) Voting rights(i) Ordinary SharesSubject to any special rights or restrictions as to voting attached to Ordinary Shares, on ashow of hands every member who is present in person or by proxy shall have one vote andon a poll every member who is present in person or by proxy shall have one vote for everyOrdinary Share of which he is the holder. On a poll, a person entitled to more than onevote need not use all his votes or cast all the votes he uses in the same way. A member mayappoint more than one proxy. No member shall be entitled to vote, unless the Directorsotherwise determine, at any general meeting unless all monies presently payable by him inrespect of shares in the Company have been paid. A shareholder which has been dulyserved with a notice (equivalent to a notice under section 793 of the New Companies Act)and which is in default for a period of 14 days in supplying the Company with theinformation requested shall not be entitled to attend or vote personally or by proxy atshareholders’ meetings.(ii) Special Voting Share(A) The holders of Exchangeable Shares are entitled to Voting Rights and through theSpecial Voting Share held by the trustee of the Voting and Exchange Trust by theCompany, will have the right to receive notice of, speak and vote at general meetingsof the Company (on the basis of one vote for every Exchangeable Share) on the samebasis as if they had exchanged their Exchangeable Shares for Ordinary Shares, to becalculated in accordance with the Voting and Exchange Trust. In addition, where theCompany, inter alia, seeks to issue additional Ordinary Shares, is subject to atakeover offer, or reorganises its share capital, the Company will seek to put theholders of Exchangeable Shares in a similar position to the holders of OrdinaryShares.(B) The holder of the Special Voting Share may appoint more than one proxy to attendany general meeting in respect of all or a particular number of the votes attached tothe Special Voting Share, provided that: (i) each instrument appointing a proxy shallspecify the number of votes attached to the Special Voting Share for which therelevant person is appointed his proxy; (ii) each such person shall act as proxy for theholder of the Special Voting Share for the number of votes specified in the instrumentappointing the person as a proxy; (iii) the total number of such proxies shall notexceed the total number of votes the holder of the Special Voting Share would beentitled to exercise on a poll at such general meeting; and (iv) notwithstanding thenumber of proxies appointed by the holder of the Special Voting Share for anygeneral meeting, the holder of the Special Voting Share shall be deemed to constituteone member at such general meeting.259
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This document comprises a prospectu
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SUMMARY INFORMATIONThis summary mus
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Summary Consolidated Income Stateme
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Summary Consolidated Cash Flow Stat
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Production from the Zapadno Chumpas
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Given the geographic spread of the
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RISK FACTORSAny investment in the O
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wells may change as a result of low
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which could have a materially adver
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Failure to obtain additional financ
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contractual or pricing terms, both
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years. In addition, since December
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UgandaUganda is among the poorest c
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Market Price of the Ordinary Shares
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DIRECTORS, CORPORATE SECRETARY, SEN
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EXPECTED TIMETABLE OF PRINCIPAL EVE
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CurrenciesAll references in this do
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PART I—INFORMATION ON THE GROUPOV
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Strong management and technical tea
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the availability of existing infras
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In 2005, the Group acquired a 95 pe
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The Group acquired a 10 per cent. i
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The Group is the operator and has a
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exploration wells. The total estima
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The Group has also entered into a s
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Pakistan has current proved hydroca
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operational by drawing up an Enviro
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Mr. Buckingham has never had any as
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Date2007 ........ On 18 January 200
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(3) One common share of Heritage Ho
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(f) General Sir Michael WilkesGener
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Remuneration CommitteeThe Remunerat
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Goldsworth House, Denton Way, Golds
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ResourcesA summary of the gross Con
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The post tax Net Present Value (NPV
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RPS EnergyHeritage Oil - Competent
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Summary Consolidated Balance Sheets
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Summary Consolidated Balance Sheets
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locks during the first three and a
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On 2 October 2007, the Group execut
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of amplitude anomalies, further sup
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The increase in operating expenses
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5.11 Discontinued OperationsThe res
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6. RESULTS OF CONTINUING OPERATIONS
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6.7 Foreign Exchange LossesThere wa
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6.14 Capital ExpendituresThe follow
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7.3 Petroleum and Natural Gas Reven
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7.14 Capital ExpendituresAdditions
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10. LIQUIDITY AND CAPITAL RESOURCES
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Year Ended 31 December 2005 Prepare
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Intangible E&E assets related to ea
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11.2 The year ended 31 December 200
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(c) Reconciliation of loss for the
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Year Ended 31 December 2004 Prepare
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PART VII—FINANCIAL INFORMATIONA.
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DeclarationFor the purposes of Pros
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HERITAGE OIL LIMITEDNOTES TO BALANC
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AUDITED AND UNAUDITED FINANCIAL INF
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HERITAGE OIL CORPORATIONCONSOLIDATE
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HERITAGE OIL CORPORATIONCONSOLIDATE
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HERITAGE OIL CORPORATIONNOTES TO CO
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Intangible E&E assets related to ea
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k) InvestmentsThe Group classifies
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usually when legal title passes to
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iii) IFRIC 12, ‘‘Service conces
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v) Liquidity riskLiquidity risk is
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ii) DerivativesDerivatives are reco
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5 Other finance costsNine-month per
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Congo to the other partners in the
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No assets have been pledged as secu
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31 December 30 September2005 2006 2
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16 Trade and other payables31 Decem
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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
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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
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Page 259: instrument of transfer (in the case
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
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Page 285 and 286: All rights of a holder of Exchangea
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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
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