LONDON, UNITED KINGDOM--(Marketwire - Aug. 22, 2012) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THE SECURITIES REFERRED TO HEREIN ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. A CIRCULAR AND PROSPECTUS (PUBLISHED ON 6 AUGUST 2012) IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE ARE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND FROM 34 PARK STREET, LONDON, W1K 2JD AND ARE AVAILABLE FOR VIEWING ON THE COMPANY'S WEBSITE.
As announced on 21 August 2012, Heritage (TSX:HOC)(LSE:HOIL), an independent upstream exploration and production company, and its wholly owned subsidiary, Heritage Energy Middle East Limited ("HEME"), signed binding agreements with Genel Energy plc ("Genel") for: (i) the sale of a 26% interest in the production sharing contract relating to the Miran Block (the "Miran PSC") in the Kurdistan Region of Iraq ("Kurdistan") and corresponding interest in the related joint operating agreement (the "Miran JOA") to Genel for cash consideration of $156 million (the "Sale"); and (ii) a $294 million exchangeable loan to be provided by Genel to the Company contemporaneously with completion of the Sale (the "Loan").
The Sale has completed in accordance with its terms today and Heritage has received the cash consideration in full. The Loan was fully drawn down and the Loan funds have today been received in full.
As announced yesterday, if the Sale completed and the Loan was drawn down on or prior to today, 22 August 2012, the proposed rights issue (the "Proposed Rights Issue") described in the prospectus issued by Heritage on 6 August 2012 (the "Prospectus") to be undertaken in connection with the proposed acquisition by Heritage, through its interest in Shoreline Natural Resources Limited, of an interest in OML 30 in Nigeria, as previously announced by Heritage on 29 June 2012 (the "Proposed Acquisition") will no longer be required. Accordingly the Proposed Rights Issue has been terminated.
The Company intends to publish a supplementary Prospectus and a supplementary Circular on 23 August 2012. The extraordinary general meeting of the Company convened in respect of the Proposed Acquisition (the "EGM") will continue to be held on 30 August 2012.
Notes to Editors
- Heritage is listed on the Main Market of the London Stock Exchange and is a constituent of the FTSE 250 Index. The trading symbol is HOIL. Heritage has a further listing on the Toronto Stock Exchange (TSX:HOC).
- Heritage is an independent upstream exploration and production company engaged in the exploration for, and the development, production and acquisition of, oil and gas in its core areas of Africa, the Middle East and Russia.
- Heritage has an exploration, appraisal and development asset in the Kurdistan Region of Iraq, exploration assets in Malta, Tanzania, Pakistan, Libya and the Democratic Republic of Congo and a producing property in Russia.
- Following completion of the Sale described in this announcement, Heritage Energy Middle East Limited, a wholly-owned subsidiary of Heritage, is joint operator and holds a 49% interest in the Miran Block and Genel Energy International Limited holds the remaining 51%, subject to back-in rights of the KRG upon commerciality. The Miran Block has an area of 1,015 square kilometres and is located west of the city of Suleimaniah.
- All dollars are US$ unless otherwise stated.
This press release is not for distribution to United States Newswire Services or for dissemination in the United States.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Sole Financial Adviser to Heritage and for no one else in connection with the Proposed Acquisition only and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to the matters set out in this announcement.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Sole Sponsor to Heritage in connection with the Proposed Acquisition and Proposed Rights Issue only, and Joint Global Coordinator, Joint Bookrunner and Underwriter in connection with the Proposed Rights Issue and any other advanced capital raising as set out in the announcement of 6 August to Heritage and for no one else and will not be responsible to anyone other than Heritage for providing the protections afforded to its clients nor for providing advice in relation to such matters or any other matters set out in this announcement. For the purposes of this announcement, references to "J.P. Morgan Cazenove" are to both J.P. Morgan Limited and/or J.P. Morgan Securities plc, as appropriate.
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Certain information in this announcement is based on management estimates. Such estimates have been made in good faith and represent the genuine belief of applicable members of management. Those management members believe that such estimates are founded on reasonable grounds. However, by their nature, estimates may not be correct or complete. Accordingly, no representation or warranty (express or implied) is given that such estimates are correct or complete. No representation or warranty (express or implied) is given that such estimates are so founded. None of the Company, J.P. Morgan Cazenove, Standard Bank Group or Canaccord undertake any obligation to correct or complete any estimate whether as a result of being aware of information (new or otherwise), future events or otherwise.
Subject to certain exceptions, neither this announcement nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions or distributed, directly or indirectly, in or into the United States of America, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of United States or other applicable securities law. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities of Heritage in the United States. The securities referred to herein have not been and will not be registered under the applicable securities laws of any other restricted jurisdiction and, subject to certain exceptions, may not be offered or sold within any jurisdiction where to do so would constitute a violation of the relevant laws or to any national, resident or citizen of such jurisdiction.
This announcement constitutes an advertisement within the meaning of the Prospectus Rules of the United Kingdom Financial Services Authority and is not a prospectus and has been prepared solely in connection with the Proposed Acquisition. Copies of the Circular and Prospectus are available from the Company's registered office and from 34 Park Street, London, W1K 2JD and are available for viewing on the Company's website at www.heritageoilplc.com.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, exchange, or transfer any securities of Heritage. The value of the ordinary shares of Heritage and the exchangeable shares of Heritage Oil Corporation exchangeable into ordinary shares of Heritage can go down as well as up and past performance cannot be relied on as a guide to future performance.