Prospectus re Admission to the Official List - Heritage Oil

(v) Stamp Duty and Stamp Duty Reserve TaxThe following comments are intended as a guide to the general United Kingdom stampduty and stamp duty reserve tax position and do not relate to persons such as marketmakers, brokers, dealers, intermediaries and persons connected with voluntaryarrangements or clearance services, to whom special rules apply. No United Kingdomstamp duty or stamp duty reserve tax will be payable on the issue of Ordinary Shares.Regardless of whether the Ordinary Shares are held in certificated form or uncertificatedform, United Kingdom stamp duty (at a rate of 0.5 per cent. of the amount of the value ofthe consideration for the transfer rounded up to the nearest £5.00) is payable on anyinstrument of transfer of the Ordinary Shares executed within, or in certain cases broughtinto, the United Kingdom. Provided that the Ordinary Shares are not registered in anyregister of the Company kept in the United Kingdom, any agreement to transfer theOrdinary Shares will not be subject to United Kingdom stamp duty reserve tax.(vi) Jersey Taxation(a) Taxation of CompanyAs the Company’s business is centrally managed and controlled in Guernsey, theCompany will be regarded as not resident for Jersey tax purposes in Jersey. TheCompany will not be subject to Jersey income tax on income arising outside of Jerseyand by concession, on bank interest arising in Jersey. There is no obligation orentitlement to deduct Jersey income tax from dividends paid on ordinary shares.Jersey is to introduce a goods and service tax (‘‘GST’’) with effect from 1 May 2008.GST is a modern form of sales tax on the domestic consumption of imported andlocally produced goods and services, the standard rate of which will be 3 per cent.although some supplies will qualify as zero rated or exemption supplies. TheCompany will be required to register for GST if its taxable supplies are greaterthan £300,000.Despite its business being centrally managed and controlled in Guernsey, theCompany will conduct its affairs so that it is outside the scope of Guernseyincome tax.(b) Tax implications for Jersey resident investorJersey resident shareholders in receipt of dividends from the Company will be subjectto Jersey income tax on those dividends at the standard rate. From 1 January 2009,any Jersey resident investor which, directly or indirectly, owns more than 2 per cent.of the ordinary shares of the Company may be subject to the deemed dividendprovisions which seek to tax Jersey resident shareholders on all or a proportion of theCompany’s profits in proportion to their shareholding.Under current Jersey law, there are no death or estate duties, capital gains, gift,wealth, inheritance or capital transfer taxes. No stamp duty is levied in Jersey on thetransfer inter vivos, exchange or repurchase of Ordinary Shares but there is a stampduty payable when Jersey Grants of Probate or Letters of Administration arerequired. Stamp duty is levied according to the size of the estate and in the case of anestate not exceeding £100,000 in value the sum payable would be £50 per £10,000 orpart thereof, and for estates above £100,000, £500 on the first £100,000 and £75 peradditional £10,000 or part thereof. There is no upper limit on stamp duty payable. Anapplication fee is also due to the registrar of Probate on all Grant applications, this ispresently £50. Under Jersey law, a Jersey Grant of Probate or Letters ofAdministration is required to transfer or redeem shares on the death of a Shareholderexcept where the total value of the deceased’s Jersey estate is less than £10,000 whenthe Directors of the Company may, at their discretion, dispense with this requirementon certain conditions being satisfied. If they do so, they may be indemnified againstclaims under the Probate (Jersey) Law 1998 if the deceased died domiciled withinspecific British jurisdictions but not for foreign jurisdictions.If you are in any doubt as to your tax position, or are subject to tax in a jurisdiction otherthan in the U.K., you should consult your professional adviser immediately.288