Prospectus re Admission to the Official List - Heritage Oil

Admission taking place, and has been entered into to regulate certain aspects of the continuingrelationship between the parties to ensure compliance with the Listing Rules.Pursuant to the terms of the Relationship Agreement, Mr. Buckingham agrees to exercise allpowers of control, and procure (to the extent possible) that the Major Shareholder exercises allpowers of control, in relation to the Company so as to ensure that: (i) at all times each of theCompany and the other Group members is capable of carrying on, and does carry on, its businessindependently of Mr. Buckingham and the Major Shareholder and any of their associates, havingregard to the interests of the Group, rather than for the benefit of any particular shareholder orgroup of shareholders in the Company; (ii) at all times the business and affairs of the Companyshall be managed by the Board in accordance with the Articles and all applicable law and for thebenefit of its shareholders as a whole; (iii) all transactions and relationships between any Groupmember and the Major Shareholder or Mr. Buckingham, or any of their associates are conductedon arm’s length terms and on a commercial basis in compliance with the Listing Rules; (iv) therequirements relating to transactions with related parties set out in Listing Rule 11 are compliedwith in relation to transactions between Mr. Buckingham, the Major Shareholder or any of theirassociates on the one hand and the Group on the other hand; and (v) the terms of the RelationshipAgreement are complied with in all respects.All provisions of the Relationship Agreement are to remain in effect until the earlier of (i) whilstMr. Buckingham and the Major Shareholder continue to own in aggregate an amount of shares inthe Company representing no less than 25 per cent. of the rights attaching to the issued sharecapital of the Company entitled to vote at general meetings of the Company and (ii) 1 April 2010.The Relationship Agreement prescribes that at all times the Board shall be comprised of a majorityof Directors who are independent of Mr. Buckingham, if the Board is comprised of fewer than sixdirectors, no more than one Director may not be independent of Mr. Buckingham and any of hisassociates. If the Board is comprised of more than six directors, no more than one-third of theDirectors may not be independent of Mr. Buckingham and his associates.Intra-group transfers are permitted by Mr. Buckingham or the Major Shareholder to any relatedundertakings, so long as any transferee agrees to be bound by the terms of the RelationshipAgreement. The agreement also contains confidentiality provisions, whereby Mr. Buckinghamagrees that he shall treat and keep, and procure that the Major Shareholder shall treat and keep,and shall use reasonable endeavours to ensure his associates treat and keep as strictly confidentialall non-public information relating to the business, investments, finances and other matters of theGroup in accordance with his Service Agreement as if all such persons were bound by the provisionsof confidentiality in such agreement.10.5 Sponsor’s AgreementOn 28 March 2008, the Company, HOC, the Directors and the Sponsor entered into a SponsorAgreement, pursuant to which, inter alia:(a) each of the Company and HOC appointed JPMorgan Cazenove Limited as sponsor inconnection with the applications for Admission;(b) the Company confirmed that it had made all relevant applications to the FSA, the LSE, theJersey Financial Services Comission, TSX, and CRESTCO, in respect of Admission, andformal approval for this document and for Admission of all the Ordinary Shares and theExchangeable Shares to the Official List and to the LSE for the Admission of all the OrdinaryShares and the Exchangeable Shares to trading on its main market for listed securities;(c) HOC confirmed that it will make all relevant applications to the FSA, the LSE, the JerseyFinancial Services Commission and CRESTCO, in respect of Admission, and formal approvalfor this document and for Admission of all the Exchangeable Shares to the Official List and tothe LSE for the Admission of all the Exchangeable Shares to trading on its main market forlisted securities;(d) the Company has agreed to pay the Sponsor a management fee of £1,000,000 plus VAT (ifapplicable) on Admission;(e) the obligations of the Sponsor are subject to customary conditions (including, amongst otherthings, Admission occurring). The Sponsor has the right to terminate the Sponsor Agreementprior to the expected date for Admission in certain circumstances that are typical for an284