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Recommended cash offer (the Offer) for Heritage Oil plc (Heritage or the Company) by Energy Investments Global Ltd (Energy Investments), a wholly-owned subsidiary of Al Mirqab Capital SPC(Al Mirqab), to be implemented by way of a scheme of arrangement under Article 175 of the Companies (Jersey) Law 1991,as amended (Scheme).
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Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. This notice may be amended or updated by Heritage from time to time and it should be read carefully in full each time you wish to view this section of the website. In addition, the content of this section of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of Heritage.
The full terms and conditions of the Offer will be set out in the formal scheme document which will be despatched to Heritage shareholders in respect of the Scheme (Scheme Document). In deciding whether or not to vote in favour of the Offer, Heritage shareholders should rely only on the information contained and procedures described in the formal Scheme Document.
Heritage's shareholders should rely only on the information contained, or referred to, and procedures set out in the Scheme Document. Access to the website will not constitute an offer in jurisdictions in which it would be illegal to make such an offer and in such circumstances it will be deemed to have been sent for information purposes only. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the United Kingdom or Jersey who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.
By clicking on the "I agree" box below, you certify that you will not forward, transmit or show these materials to any person. In particular, you certify that you will not forward or transmit these materials to any jurisdiction where it would be unlawful to do so. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
Heritage shareholders ordinarily resident in the US or with a registered address in the US (and any custodian, nominee or trustee holding Heritage Shares for persons in the US or with a registered address in the US) (US Holders) should note that the Offer relates to the shares of a Jersey company and is proposed to be implemented by means of a scheme of arrangement provided for under Jersey company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in Jersey to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. If in the future, Energy Investments and Al Mirqab exercise the right to implement the Offer by way of a takeover offer and determines to extend the offer into the United States, the Offer will be made in compliance with applicable United States laws and regulations. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom and/or Jersey that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Heritage, Energy Investments and Al Mirqab are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
This area of the website contains “forward-looking statements”. These statements are based on the current expectations of the management of Heritage and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may include statements about the beliefs and expectations of Heritage, the expected effects of the Offer on Heritage, the expected timing and scope of the Offer, and other statements other than historical facts.
Forward –looking statements may be (but are not necessarily) identified by the use of words such as “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned”, “will”, or “should” and other similar expressions that are predictions of or indicate future events and future trends or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company’s intentions, beliefs or current expectations. An investor should not place undue reliance on forward-looking statements because, by their nature, they involve known and unknown risks, uncertainties and other factors and relate to events and depend on circumstances that may or may not occur in the future that are in many cases beyond the control of the Company. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. In particular, there is no assurance that the conditions precedent to the Offer will be satisfied or waived.
Neither Heritage nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
In relation to any document, announcement or information contained in this area of the website, the only responsibility accepted by the directors of Heritage (the Responsible Persons) is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Heritage or its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
The documents included in this area of the website speak only at the specified date of the relevant document and neither Heritage nor any of its affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
This notice shall be governed by, and interpreted in accordance with Jersey law.
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Documents relating to the recommended cash offer (the Offer) for Heritage Oil Plc (Heritage or the Company) by Energy Investments Global Ltd (Energy Investments), a wholly-owned subsidiary of Al Mirqab Capital SPC (Al Mirqab), to be implemented by way of a scheme of arrangement under Article 175 of the Companies (Jersey) Law 1991,as amended (Scheme).
30 April 2014
Recommended Cash Offer - Rule 2.7 announcement
20 May 2014
Total Voting Rights
Heritage Oil Form 8 - Public Dealing Disclosure
27 May 2014
Announcement of Publication of Scheme Document
23 June 2014
Results of Meetings
27 June 2014
Sanction of Scheme
30 June 2014
EGM Form of Proxy
Court Meeting Form of Proxy
Independent Shareholders' Meeting Form of Proxy
Consent of JPMC
Consent of DB
Consent of QInvest
DB Dealing Disclosure in Heritage
Bid Conduct Agreement
Buckingham Arrangements – Shareholder Agreement (with the agreed form of advisory agreement appended)
Signed Warrant Deed
08 May 2014
Heritage Oil Plc
Energy Investments Global Ltd.
Chairman’s Letter with Rule 2.7 Announcement
Memorandum and Articles of Heritage
Proposed Memorandum and Articles of Heritage
Atherton Services Agreement
Buckingham Service Agreement