Prospectus re Admission to the Official List - Heritage Oil

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Act, would be available subject to, amongst other things, the offeror acquiring the requisitepercentage of the share capital to which the offer relates.16. CONSENTS16.1 KPMG LLP U.K. is a member firm of the Institute of Chartered Accountants of England and Walesand has given and not withdrawn its written consent to the inclusion of its reports set out in‘‘Financial Information’’ in Part VII and in ‘‘Illustrative Projections’’ in Part VIII, in the form andcontext in which they appear and has authorised the contents of those parts of this document whichcomprise of its reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.16.2 RPS has given and has not withdrawn its written consent to the inclusion of its report set out in‘‘Technical Report’’in Part III, in the form and context in which it appears and RPS has authorisedthose parts of this document which comprise its report, accepted responsibility for its report as partof this document and declared that it has taken all reasonable care to ensure that the informationcontained in that report is, to the best of its knowledge, in accordance with the facts and contains noomission likely to affect its import.17. SIGNIFICANT CHANGEThere has been no significant change in the financial or trading position of the Group since30 September 2007, the date to which the historical financial information in Section B of Part VII ofthis document has been prepared, save for an equity financing, raising gross proceeds ofCdn$181.5 million from the issue of 3 million HOC Common Shares, which completed on14 November 2007.18. MISCELLANEOUS18.1 The auditors of HOC from incorporation to the date of this document have been KPMG LLPCanada, chartered accountants, whose registered national office is Suite 3300, Commerce CourtWest, 199 Bay Street, Toronto, Ontario M5L 1B2, Canada and of the Company from incorporationto the date of this document have been KPMG LLP U.K., chartered accountants, whose registeredaddress is at 8 Salisbury Square, London EC4Y 8BB.18.2 The total costs and expenses of, and incidental to, Admission payable by the Company, is estimatedto amount to $7 million (= £3.5 million (excluding VAT)).18.3 The information sourced from third parties has been accurately reproduced and so far as theCompany is aware and has been able to ascertain from information published by such third parties(this information is as follows: the online CIA World Factbook (at pages 36, 38 and 44 of Part I ofthis document) no facts have been omitted which would render the reproduced informationinaccurate or misleading.18.4 The Ordinary Shares are created under the Act and are in registered form withISIN JE00B2Q4TN56. The Exchangeable Shares are created under the ABCA and are in registeredform with ISIN CA42969283053. The Ordinary Shares are in uncertificated form. Computershareacts as the Company’s registrar and transfer agent in Jersey and the U.K.18.5 None of the Ordinary Shares or Exchangeable Shares have been marketed or are available in wholeor in part to the public in conjunction with the applications for the Ordinary Shares andExchangeable Shares, respectively to be admitted to the Official List.18.6 No application is currently intended to be made for the Ordinary Shares to be admitted to listing ordealt with on any other exchange other than the London Stock Exchange. Other than the LondonStock Exchange, the Exchangeable Shares are also currently intended to be admitted to listing onthe TSX.18.7 There are no arrangements in existence under which future dividends are to be waived or agreed tobe waived.292
19. DOCUMENTS AVAILABLE FOR INSPECTIONCopies of the following documents will be available for inspection during normal business hours onany weekday (Saturday, Sundays and public holidays excepted) at the offices of McCarthy Tétrault,2nd Floor, 5 Old Bailey, London EC4M 7BA up to and including 31 March 2009:(a) the Memorandum and Articles of the Company;(b) the audited consolidated accounts of the Group for the nine-month period ended30 September 2007 and for the three financial years ended 31 December 2004,31 December 2005 and 31 December 2006;(c) the report from RPS set out in Part III of this document;(d) the reports from KPMG LLP U.K. and KPMG LLP Canada set out in Part VII ofthis document;(e) the services agreements and terms of appointment for the Directors;(f) the consent letters referred under ‘‘Consents’’ at section 16 above; and(g) this document.Dated 28 March 2008293
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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 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
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21 Loss per shareThe following tabl
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25 Commitments and contingenciesHer
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In November 2007, the Group farmed-
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Reconciliation of loss for the year
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At the end of the last reporting pe
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Reconciliation of cash flow stateme
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At 31 December 2006, this has resul
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AUDITED FINANCIAL STATEMENTS RELATI
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AUDITORS’ REPORT TO THE SHAREHOLD
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HERITAGE OIL CORPORATIONNOTES TO CO
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effective as hedges, both at incept
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A ceiling test was undertaken at De
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6. Share capital:(a) Authorized:Unl
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fair value of stock options are amo
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C. PRO FORMA FINANCIAL INFORMATION
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PRO FORMA NET ASSET STATEMENTThe fo
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