Prospectus re Admission to the Official List - Heritage Oil

(3) One common share of Heritage Holdings is held by Hansard Trust Company Limited with a Declaration of Trust in favour ofHeritage Holdings.(4) One common share of Heritage Oil & Gas (U) Ltd. is held by Hansard Trust Company Limited with a Declaration of Trust infavour of Heritage Holdings Limited.(5) One common share of Eagle Energy (Oman) Ltd. is held by Hansard Trust Company Limited with a Declaration of Trust infavour of HOGL.(6) One common share of Coatbridge Estates Limited is held by Hansard Trust Company Limited with a Declaration of Trust infavour of HOGL.12. EFFECT OF JERSEY DOMICILEThe City CodeThe City Code will apply to the Company, as it applies to companies that have their registered office in theUnited Kingdom, the Channel Islands or the Isle of Man if any of their securities are admitted to tradingon a regulated market in the United Kingdom or any stock exchange in the Channel Islands or the Isleof Man.Accordingly, upon Admission, shareholders of the Company will be afforded the protections provided bythe City Code, in particular the mandatory takeover provisions in rule 9 of the City Code. In the event of atakeover, the squeeze-out provisions in articles 117 to 119 of the Act would be available subject to,amongst other things, the offeror acquiring the requisite percentage of the share capital to which theoffer relates.Company LawThere are a number of material differences between the Companies Act and the Act which may impactupon the rights of holders of Ordinary Shares or the Exchangeable Shares. The salient differences are setout in more detail in Part X ‘‘Additional Information’’ of this document.However, the Company, through its Articles, has adopted many provisions commonly found in theCompanies Act and the New Companies Act. For example, rights of pre-emption broadly similar to thosecontained in the New Companies Act have been adopted in the Company’s Articles. Details of theseArticles are set out in more detail in section 6.2(e) of Part X of this document.13. ADMISSION AND SETTLEMENTApplication has been made to the FSA for all of the Ordinary and Exchangeable Shares to be admitted tolisting on the Official List and to the LSE for such Ordinary and Exchangeable Shares to be admitted totrading on its main market for listed securities. It is expected that Admission will become effective and thatdealings in the Ordinary Shares will commence by no later than 8.00 a.m. on 31 March 2008 and theExchangeable Shares will commence no later than 8.00 a.m. on 2 April 2008.Applications have been made for the Ordinary Shares to be admitted to CREST. CRESTCo requires theCompany to confirm to it that certain conditions imposed by the Regulations are satisfied beforeCRESTCo will admit any security to CREST. It is expected that these conditions will be satisfied in respectof the Ordinary Shares on admission of the Ordinary Shares to the Official List. As soon as practicableafter satisfaction of the conditions, the Company will confirm this to CRESTCo.Securities issued by non-UK registered companies, such as HOC in respect of the Exchangeable Shares,cannot be held or transferred in the CREST system. However, to enable investors to settle such securitiesthrough CREST, a depositary or custodian can hold the relevant securities and issue dematerialiseddepositary interests representing the underlying securities which are held on trust for the holders of thedepositary interests.As at the date of this document, the directors of HOC are in the process of finalising a depositary interestarrangement with Computershare to facilitate the transfer of Exchangeable Shares between Canada andthe UK. Although at Admission the depositary interest arrangement will not yet be in place, it is expectedthat such arrangement will be implemented shortly after Admission.57