CALGARY, ALBERTA--(Marketwire
- June 3, 2009) -
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Heritage Oil Limited ("Heritage" or the "Company")
(TSX:HOC)(LSE:HOIL) notes the recent movement
in the Company's share price. The Company confirms that it is in
preliminary discussions with a third party regarding a possible merger
which would be treated as a reverse takeover under the Listing Rules of
the UK Listing Authority if completed. No agreement has been reached
between the third party and the Company and there can be no assurances
that any agreement will be reached or even if reached, that any such
agreement will be completed.
At the request of the Company, trading on the Main Market of the London
Stock Exchange will be temporarily suspended pending an update with
further information on this possible transaction which the Company
shall provide in due course.
In accordance with Rule 2.10 of the Takeover Code (the 'Code'),
Heritage confirms that, as at 31 May 2009, it has 257,062,088 ordinary
shares and 3,024,108 exchangeable shares of no par value in issue and
admitted to trading on the London Stock Exchange under the UK ISIN code
JE00B2Q4TN56 and CA4269283053.
JPMorgan Cazenove Limited ('JPMorgan Cazenove'), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for
Heritage and no-one else in connection with this announcement and will
not be responsible to anyone other than Heritage for providing the
protections afforded to its clients or for providing advice in relation
to the contents of this announcement, or for any other transaction,
arrangement or matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person
is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Heritage, all 'dealings' in any
'relevant securities' of Heritage (including by means of an option in
respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on
which any offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the 'offer
period' otherwise ends. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to acquire
an 'interest' in 'relevant securities' of Heritage, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all 'dealings'
in 'relevant securities' of Heritage by any potential offeror or Heritage, or by any of their respective
'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having
an 'interest' by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to,
securities.
|