Prospectus re Admission to the Official List - Heritage Oil

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PART II—DIRECTORS, MANAGEMENT AND CORPORATE GOVERNANCE1. DIRECTORS AND SENIOR MANAGEMENTDirectorsName Position TermMichael Hibberd .......... Chairman and Non-Executive Director 2 years, then 3 yearsAnthony Buckingham ....... Chief Executive Officer 2 yearsPaul Atherton ............. Chief Financial Officer 2 yearsGregory Turnbull .......... Non-Executive Director 1 year, then 3 yearsJohn McLeod ............. Non-Executive Director 1 year, then 3 yearsGeneral Sir Michael Wilkes . . . Non-Executive Director 3 years, then 3 years(a) Michael HibberdMr. Hibberd has extensive international energy project planning and capital markets experience.Mr. Hibberd has been President and CEO of MJH Services Inc., a corporate finance advisory companysince 1995, prior to which he spent 12 years with Scotia McLeod in corporate finance and held the positionof Director and Senior Vice-President, Corporate Finance. He is also Chairman and co-CEO of SunshineOilsands Ltd. and currently serves on the boards of directors of AltaCanada Energy Corp., ChallengerEnergy Corp., Iteration Energy Ltd., Pan Orient Energy Corp., Ramtelecom Inc. and Zapata EnergyCorporation. Mr. Hibberd also served as a director of Rally Energy Corp. until October 2007 and as adirector of Deer Creek Energy Limited until December 2005. Mr. Hibberd joined HOC in March 2006.(b) Anthony BuckinghamMr. Buckingham is the founder of the Group. Mr. Buckingham commenced his involvement in the oilindustry as a North Sea diver and subsequently became a concession negotiator acting for severalcompanies including Ranger Oil Limited and Premier Oil plc. He was previously a security adviser tovarious governments. Further information on Mr. Buckingham is set out in ‘‘History and Development’’ insection 9 of Part I of this document.(c) Paul AthertonMr. Atherton is a qualified accountant, having qualified with Deloitte & Touche, and holds a degree ingeology from Imperial College London. He has a corporate finance background with specific experience inthe international mining and resource sectors. He joined HOC in 2000 and joined the HOC board ofdirectors in 2005.(d) Gregory TurnbullMr. Turnbull is the Regional Managing Partner of the Calgary office of the law firm of McCarthyTétrault LLP. Mr. Turnbull has extensive knowledge of corporate governance issues and has acted for manyboards of directors and special committees in that regard.Mr. Turnbull started his career with the law firm of MacKimmie Matthews in 1979. From 1987 to 2001, hewas a partner with Gowlings LLP (formerly Code Hunter LLP). In 2001 and 2002, he was a partner withthe law firm of Donahue LLP. Mr. Turnbull has been a partner with the law firm of McCarthy Tétrault LLPsince July 2002. He joined HOC in 1997.(e) John McLeodMr. McLeod is a professional engineer with over 36 years of varied resources extraction experience. He isthe President of McLeod Petroleum Consulting Limited, the President, CEO and a director of CaliforniaOil and Gas Corporation and has held positions and has served on various boards including atConstellation Oil & Gas Ltd.; as President and CEO of Arakis Energy Company; as VP, Operations ofPengrowth Gas Company, Rally Energy Corp., CanArgo Energy Inc. and Canoro Resources. Currently,Mr. McLeod serves as a director of Paris Energy Inc., Consolidated Beacon Resources Ltd., TuscanyEnergy Ltd., Diaz Resources Ltd. and Keeper Resources Inc. He joined HOC in 1998.58
(f) General Sir Michael WilkesGeneral Sir Michael Wilkes, aged 67, Non-Executive DirectorGeneral Sir Michael Wilkes KCB, CBE, retired from the British Army (the ‘‘Army’’) in 1995 as AdjutantGeneral and Middle East Adviser to the British Government. As Adjutant General, Sir Michael was themost senior administrative officer within the Army and a member of the Army Board. During hisdistinguished career, he has seen active service across the world while also commanding at every level fromPlatoon to Field Army including commanding 22 Special Air Service Regiment and serving as the Directorof Special Forces. Sir Michael is the Non-Executive Chairman of Cyberview Technology Ltd and a Non-Executive director of the Stanley Gibbons Group, both of which are listed on AIM. In addition he holdsnon executive positions on a number of private companies including Britam Defence and Trico Ltd andchairs the Advisory Board of PegasusBridge Fund Management Limited, a homeland security company.He joined the Group on 18 March 2008.Senior ManagerNameNon-ExecutivePositionBrian Smith ...................................................... VP ExplorationBrian SmithMr. Smith has 30 years experience in the oil industry. He initially worked as an exploration geologist forExxon in the North Sea and Gulf of Mexico. He subsequently joined Enterprise Oil where he managedvarious exploration projects in the Far East and Eastern Europe. He joined the Group in 1997.2. EMPLOYEESThe table below sets out the number of people (full-time equivalents) employed by the Group includingexecutive directors of HOC as at 31 December 2007 and 31 December 2006 and 2005:As at31 December 2007 31 December 2006 31 December 2005Total ......................... 89 72 28As at 31 December 2007, the Group had 89 employees (including full-time contractors and consultants, ifany and Mr. Buckingham and Mr. Atherton). 41 employees are based in Russia, 5 employees are based inthe KRI, 14 employees are based in the UK, 4 employees are based in South Africa, 3 employees are basedin Switzerland, 1 employee is based in Canada and 21 employees are based in Uganda.3. MAJOR SHAREHOLDERThe following table contains certain information regarding the Major Shareholder.Number of Ordinary Shares (1) Percentage of Ordinary Shares (2)owned by the Majorowned by the MajorName of Major Shareholder Shareholder ShareholderAlbion Energy Limited ................ 84,540,340 33.2%Notes:(1) This number includes the Ordinary Shares held by both the Major Shareholder and Mr. Anthony Buckingham as at Admission.(2) This figure includes the voting rights attaching to the Special Voting Share as well as the Ordinary Shares.The Major Shareholder is organised under the laws of Barbados and resides outside of Jersey. It may notbe possible for investors to enforce judgments against the Major Shareholder which have been obtained inJersey courts based on the civil liability provisions of applicable U.K. and Jersey securities legislation.Upon Admission, the Major Shareholder will hold approximately 33.2 per cent. of the issued andoutstanding Ordinary Shares. The ultimate owner of the Major Shareholder is Mr. Anthony Buckingham,a Director and Chief Executive Officer of the Company and HOC.The Major Shareholder and Mr. Anthony Buckingham entered into a relationship agreement with theCompany on 28 March 2008. The relationship agreement’s purpose is to ensure that the Group is capableof carrying on business independently of the Major Shareholder and Mr. Anthony Buckingham (in hiscapacity as a shareholder of the Company) and that transactions and relationships with the Major59
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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
Page 9 and 10: Production from the Zapadno Chumpas
Page 11 and 12: Given the geographic spread of the
Page 13 and 14: RISK FACTORSAny investment in the O
Page 15 and 16: wells may change as a result of low
Page 17 and 18: which could have a materially adver
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Page 21 and 22: contractual or pricing terms, both
Page 23 and 24: years. In addition, since December
Page 25 and 26: UgandaUganda is among the poorest c
Page 27 and 28: Market Price of the Ordinary Shares
Page 29 and 30: DIRECTORS, CORPORATE SECRETARY, SEN
Page 31 and 32: EXPECTED TIMETABLE OF PRINCIPAL EVE
Page 33 and 34: CurrenciesAll references in this do
Page 35 and 36: PART I—INFORMATION ON THE GROUPOV
Page 37 and 38: Strong management and technical tea
Page 39 and 40: the availability of existing infras
Page 41 and 42: In 2005, the Group acquired a 95 pe
Page 43 and 44: The Group acquired a 10 per cent. i
Page 45 and 46: The Group is the operator and has a
Page 47 and 48: exploration wells. The total estima
Page 49 and 50: The Group has also entered into a s
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Page 53 and 54: operational by drawing up an Enviro
Page 55 and 56: Mr. Buckingham has never had any as
Page 57 and 58: Date2007 ........ On 18 January 200
Page 59: (3) One common share of Heritage Ho
Page 63 and 64: Remuneration CommitteeThe Remunerat
Page 65 and 66: Goldsworth House, Denton Way, Golds
Page 67 and 68: ResourcesA summary of the gross Con
Page 69 and 70: The post tax Net Present Value (NPV
Page 71 and 72: RPS EnergyHeritage Oil - Competent
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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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Production assumptionsProduction du
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Macroeconomic assumptionsThe Direct
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Accordingly, the Illustrative Proje
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Arrangement AgreementPursuant to th
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PART X—ADDITIONAL INFORMATION1. R
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(ii) no share or loan capital of th
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(j)In Alberta, the principal jurisd
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nominal amount has been paid up of
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instrument of transfer (in the case
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up on all the shares conferring tha
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(B) may be a director or other offi
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and is in default for a period of 1
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(c)have sufficient moneys, assets o
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(e)against surrender of the Exchang
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e, to the extent that the same is r
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(g)(ii) by arranging for the credit
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(b) rights, options or warrants oth
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any provision of provincial, territ
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7.5 None of the major shareholders
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Position stillDirector/Senior Manag
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employment or terminates his or her
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All rights of a holder of Exchangea
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agreement of this nature. These cir
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to change. Where the Company pays a
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As part of an agreement reached in
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(x) Foreign Property Information Re
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19. DOCUMENTS AVAILABLE FOR INSPECT
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declared and unpaid dividends on ea
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‘‘DTR’’‘‘DutchCo’’
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‘‘ISIN’’‘‘ITA’’‘
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anniversary of the Effective Date a
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‘‘Support Agreement’’‘‘
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emaining quantities recovered will
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