HERITAGE OIL PLC
Previous company name
HERITAGE OIL LIMITED
Name change date
Heritage Oil Limited is a Canadian-based independent international company engaged in the exploration, development and production of oil and gas. The company was incorporated in 1996, and was formerly known as Heritage Oil Corporation. It has its registered office located in Jersey, Channel Islands in the United Kingdom.
The company has exploration activities in Africa, Russia, South Asia, the Middle East and Russia. It also has exploration projects in Uganda, the Kurdistan Region of Iraq, the Democratic Republic of Congo, Malta, Pakistan, Tanzania and Mali, and producing properties in Oman and Russia. It operates and holds interests in two licenses in the Albert Basin of the Western Rift Valley of Uganda known as Block 1 and Block 3A. The company also holds non-operating interest in two blocks in the Albert Basin (Blocks I and II) on the Democratic Republic of Congo side of the border. In addition, Heritage has working interests in Block 8 in Oman.
The Group’s primary business activity is the exploration, development and production of petroleum and natural gas in Africa, Russia, South Asia and the Middle East.
Description and history
Heritage Oil Corporation (the ”Corporation” or ‘HOC’) is incorporated under the Business Corporations Act (Alberta) and its primary business activity is the exploration, development and production of petroleum and natural gas in Africa, Russia, South Asia and the Middle East. The Corporation was formed on October 30, 1996 and was listed on the Toronto Stock Exchange on January 27, 1999.
The Corporation’s financial statements have historically been drawn up to 31 December. In February 2008, the Corporation announced that it will enter into a corporate reorganisation which will result in a newly incorporated company, Heritage Oil Limited (”Heritage Jersey”), becoming the parent company of the Corporation and its current subsidiaries. Heritage Jersey will be seeking to list its ordinary shares on the Official List of the United Kingdom Listing Authority and to trading on the Main Market of the London Stock Exchange plc (the ”LSE”). The Corporation intends to delist its existing Common Shares from the Toronto Stock Exchange (the ”TSX”) and obtain a listing for a new class of exchangeable shares on the TSX and the LSE.
Heritage Jersey was incorporated on February 6, 2008 in Jersey under Jersey Law as a company limited by shares with the name Heritage Oil Limited and company number 99922. Heritage Jersey was incorporated to be the ultimate holding company of the Group. The Group was established in 1992 (with the Corporation being incorporated on 30 October 1996) and commenced trading in the mid-1990s as an independent upstream exploration and production group 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. The Group has exploration projects in Uganda, the KRI, the DRC, Malta, Pakistan and Mali, and producing properties in Oman and Russia. HOC, being a member of the Group and in anticipation of Admission, has proposed a reorganisation of its share capital. On 24 March 2008, HOC entered into a corporate reorganisation (the ‘Reorganisation’) which resulted in the Company becoming the parent company of HOC and its current subsidiaries.
The reorganisation will culminate in the creation of the Exchangeable Shares which will be subject to voting rights and terms and conditions different from the Ordinary Shares but which, subject to certain conditions, will be exchangeable for Ordinary Shares on a one-to-one basis. HOC intends (at or immediately following Admission) to procure the admission of the Exchangeable Shares to listing on both the TSX and on the Official List together with admission to trading on the London Stock Exchange’s main market for listed securities. The Group’s management team believes that it has demonstrated a track-record of finding new substantial discoveries, particularly in Africa, including the hydrocarbon system in the Albert Basin, Uganda and the M’Boundi oilfield in Congo.
Upon completion of the Arrangement, Heritage Jersey will be the ultimate holding company of the Heritage Jersey Parties, Heritage and all Affiliates and subsidiaries thereto (the ”Heritage Group”). The Corporation, a company incorporated under the laws of Alberta whose shares are expected to be owned by DutchCo (a wholly owned subsidiary of the Company) and the Exchangeable Shareholders immediately following the completion of the HOC Subscription
The Board of Directors concluded at the February 13, 2008 meeting that the reorganization of Heritage in accordance with the terms of the Arrangement, listing the Heritage Jersey Shares on the Official List, and admitting them to trading on the Main Market of the LSE, listing the Exchangeable Shares on the TSX and delisting the Heritage Shares from the TSX, is in the best interests of Heritage and the Heritage Securityholders. In particular, the Board of Directors is of the view that reorganizing Heritage in a tax efficient manner and trading the Heritage Jersey Shares on the Main Market of the LSE will improve visibility and access to investors in Europe, where a substantial number of the Heritage Shareholders and most of management of Heritage reside. Heritage issued a press release on February 22, 2008 announcing the proposed Arrangement.
On 18 June 2009, the name of the Company was changed from Heritage Oil Limited to Heritage Oil Plc.
Formerly known as Heritage Oil Corporation
Engaged in the exploration, development and production oil and gas
HERITAGE OIL CORPORATION
KPMG AUDIT PLC
US SIC Code
Windward House, Fourth Floor
28-30, La Route de la Liberation
City province or state postal code
JE2 3BQ, ST HELIER
Phone: +44 1534 835 400
Fax: +44 1534 835 412
Country address: UNITED KINGDOM
Website url: www.heritageoilplc.com