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Prospectus re Admission to the Official List - Heritage Oil

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Mr. Buckingham has never had any association with Aegis and has had no involvement with any military orsecurity operations since <strong>the</strong> spring of 1998.Corporate DevelopmentThe Company is a newly-formed company incorporated in Jersey. The purpose of <strong>the</strong> Company is <strong>to</strong> investindi<strong>re</strong>ctly (via its indi<strong>re</strong>ctly wholly owned subsidiary DutchCo) in <strong>the</strong> enti<strong>re</strong> issued sha<strong>re</strong> capital of HOC. Itis assumed that immediately subsequent <strong>to</strong> and assuming <strong>the</strong> completion of <strong>the</strong> Plan of Arrangement(which is conditional upon <strong>Admission</strong>), DutchCo will indi<strong>re</strong>ctly hold 100 per cent. of <strong>the</strong> <strong>to</strong>tal issued andoutstanding HOC Common Sha<strong>re</strong>s.The <strong>re</strong>giste<strong>re</strong>d office of <strong>the</strong> Company is located at Ordnance House, 31 Pier Road, St Helier, JerseyJE4 8PW, Channel Islands and its head office will be at 28-30 The Parade, St Helier, Jersey, JE1 1BGChannel Islands.Chronology of Key EventsThe table below sets out certain significant miles<strong>to</strong>nes in <strong>the</strong> <strong>re</strong>cent his<strong>to</strong>ry of <strong>the</strong> Group.DateEvent1992 ........ The Group was founded. HOGL was incorporated in <strong>the</strong> Bahamas on 14 January 1992as Land and Marine Hydrocarbons Development Limited, which name was changed <strong>to</strong><strong>Heritage</strong> <strong>Oil</strong> & Gas Limited on 10 June 1993.The Group was initially formed <strong>to</strong> hold certain oil and gas exploration inte<strong>re</strong>sts inoffsho<strong>re</strong> Angola, principally an inte<strong>re</strong>st in a PSA in <strong>re</strong>spect of Block 4 in <strong>the</strong> LowerCongo Basin, and through ROWAL a joint ventu<strong>re</strong> company with Ranger, a<strong>re</strong>versionary inte<strong>re</strong>st in <strong>the</strong> Kiabo oil field owned and operated by <strong>the</strong> Angola state oilcompany, Sonagol.ROWAL was owned 51 per cent. by Ranger and 49 per cent. by <strong>the</strong> Group.ROWAL provided certain technical and advisory services <strong>to</strong> a division of Sonangol <strong>to</strong>assist Sonangol in <strong>the</strong> financing, development and operation of <strong>the</strong> Kiabo oilfield onsub-block 4/26, in <strong>re</strong>turn for a <strong>re</strong>versionary 10 per cent. net profits inte<strong>re</strong>st in <strong>the</strong> Kiabofield. The ag<strong>re</strong>ement and services we<strong>re</strong> terminated in 1998.The Group’s activities we<strong>re</strong> initially funded by sha<strong>re</strong> and loan capital provided byFleming and P<strong>re</strong>mier <strong>Oil</strong>fields plc.1993 ........ ROWAL was forced <strong>to</strong> abandon certain oil field and drilling equipment at its base atSoyo in north-western Angola after it was overrun by UNITA <strong>re</strong>bels who killed anumber of locals and expatriates.ROWAL engaged <strong>the</strong> services of Executive Outcomes, a private military company,which successfully <strong>re</strong>trieved <strong>the</strong> equipment, allowing <strong>the</strong> exploration work programme<strong>to</strong> continue.1994 - 1996 . . . The Group <strong>re</strong>ceived a 2.5 per cent. commission amounting <strong>to</strong> approximately $2 million<strong>re</strong>lating <strong>to</strong> <strong>the</strong> construction of two production platforms in South Africa for use in <strong>the</strong>Cabinda <strong>re</strong>gion, offsho<strong>re</strong> Angola.1996 ........ Ranger and <strong>the</strong> Group amended <strong>the</strong> existing arrangements so that <strong>the</strong> Group <strong>re</strong>ceiveda 5 per cent. net profits inte<strong>re</strong>st in <strong>the</strong> Kiame development and a 2 per cent. net profitsinte<strong>re</strong>st in <strong>the</strong> balance of Block 4 (o<strong>the</strong>r than sub-blocks 4/26 and 4/24 containing <strong>the</strong>Kiabo oilfield and ano<strong>the</strong>r undeveloped discovery which p<strong>re</strong>dates <strong>the</strong> award of Block 4<strong>to</strong> Ranger).1996 ........ The Group acqui<strong>re</strong>d a 10 per cent. inte<strong>re</strong>st in Block 8, offsho<strong>re</strong> Oman. This licencecontains <strong>the</strong> West Bukha field.1997 ........ The Group was awarded a 50 per cent. inte<strong>re</strong>st and opera<strong>to</strong>rship of <strong>the</strong> Kouilouexploration licence and Kouakouala A, B, C and D licences onsho<strong>re</strong> Congo.1997 ........ The Group was awarded a 100 per cent. inte<strong>re</strong>st and opera<strong>to</strong>rship of Block 3 andsubsequently drilled th<strong>re</strong>e test wells at <strong>the</strong> same Turaco drill site, Uganda53

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