Heritage Oil Plc: Sanction of Scheme

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION 




                                                                            
                        RECOMMENDED CASH ACQUISITION                        
                                     of                                     
                              HERITAGE OIL PLC                              
                                     by                                     
                        ENERGY INVESTMENTS GLOBAL LTD                       
                        a wholly owned subsidiary of                        
                            AL MIRQAB CAPITAL SPC                           
                               to be effected                               
                     by means of a Scheme of Arrangement                    
                    under the Companies (Jersey) Law 1991                   



Heritage Oil Plc (LSE:HOIL) ("Heritage") is pleased to announce that, at the
Scheme Court Hearing this morning, 27 June 2014, the Court made an order
sanctioning the Scheme (the "Scheme Court Order") in connection with the
proposed acquisition by Energy Investments Global Ltd. It is intended that the
Scheme Court Order will be delivered to the Registrar of Companies on 30 June
2014. Accordingly, it is expected that the Scheme will become effective on 30
June 2014. 


Settlement of the consideration to which any holders of Scheme Shares are
entitled pursuant to the Acquisition will be effected as soon as practicable
after the date on which the Scheme becomes effective and in any event not later
than 14 days after that date. 


Terms and expressions in this announcement shall, unless the context otherwise
requires, have the same

meanings as given to them in the circular to Heritage Shareholders dated 27 May
2014.


Suspension of trading of admission and cancellation to trading of Heritage Shares 

The listing of Heritage Shares on the premium listing segment of the Official
List of the UK Listing Authority and trading in Heritage Shares on the main
market for listed securities of the London Stock Exchange have been suspended
since 7.30 a.m. (London time) on 27 June 2014 and an application has been made
by the Company to cancel the admission to trading of the Heritage Shares on the
main market for listed securities of the London Stock Exchange and the listing
of Heritage Shares on the premium segment of the Official List of the UK Listing
Authority. Such cancellations are expected to occur by no later than 8.00 a.m.
(London time) on 1 July 2014.


Further Information 

This announcement is not intended to and does not constitute or form part of any
offer to sell or subscribe for or any invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise. The Acquisition will be made solely
pursuant to the terms of the Scheme Document which will contain the full terms
and conditions of the Acquisition, including details of how to vote in respect
of the Acquisition. Any decision in respect of, or other response to, the
Acquisition should be made only on the basis of the information contained in the
Scheme Document. 


Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London
Branch is further authorised by the Prudential Regulation Authority and is
subject to limited regulation by the Financial Conduct Authority and Prudential
Regulation Authority. Deutsche Bank is acting as financial adviser to Al Mirqab
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Al Mirqab for providing the protections afforded to its
clients or for providing advice in connection with the Acquisition or any matter
referred to herein. 


QInvest LLC is authorised and regulated in Qatar by the Qatar Finance Centre
Regulatory Authority. QInvest is acting as financial adviser to Al Mirqab and no
one else in connection with the contents of this announcement and will not be
responsible to anyone other than Al Mirqab for providing the protections
afforded to its clients or for providing advice in connection with the contents
of this announcement or any matter referred to herein. 


J.P. Morgan Limited is authorised and regulated in the United Kingdom by the
FCA. J.P. Morgan Securities plc is authorised in the United Kingdom by the PRA
and regulated by the FCA and the PRA. J.P. Morgan Limited and J.P. Morgan
Securities plc conduct their respective UK investment banking business as J.P.
Morgan Cazenove. J.P. Morgan Limited and J.P. Morgan Securities plc are acting,
respectively, as sole financial adviser and broker exclusively for Heritage and
no one else in connection with the matters set out in this announcement and will
not regard any other person as their client in relation to the matters set out
in this announcement and will not be responsible to anyone other than Heritage
for providing the protections afforded to clients of J.P. Morgan Limited or J.P.
Morgan Securities plc, nor for providing advice in relation to any matter
referred to herein. 


Overseas jurisdictions 

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom and Jersey may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the
United Kingdom or Jersey should inform themselves about, and should observe, any
applicable requirements. In particular the ability of persons who are not
resident in the United Kingdom or Jersey to vote their Ordinary Shares at the
Extraordinary General Meeting or the Independent Shareholders' Meeting or with
respect to the Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another to vote at a Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located. Any failure
to comply with these requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such requirements by any
person. This announcement has been prepared for the purposes of complying with
UK law, the Listing Rules, the rules of the London Stock Exchange and the Code
and the information disclosed may not be the same as that which would have been
disclosed if this document had been prepared in accordance with the laws of
jurisdictions outside of the UK. 


Unless otherwise determined by Al Mirqab or required by the City Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in favour
of the Acquisition by any such use, means, instrumentality or form within any
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in that jurisdiction. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by applicable
law and regulation), the Acquisition may not be made directly or indirectly, in
or into, or by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of or of any facility of a
national, state or other securities exchange of any Restricted Jurisdiction and
the Acquisition may not be capable of acceptance by any such use, means,
instrumentality or facilities. 


The availability of the Acquisition to Heritage Shareholders who are not
resident in the United Kingdom or Jersey may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are not resident
in the United Kingdom or Jersey should inform themselves of, and should observe,
any applicable requirements. 


Heritage is a reporting issuer in the Canadian provinces of British Columbia,
Alberta and Ontario. However, Heritage has disclosed publicly that it is a
"designated foreign issuer" within the meaning of NI 71-102 and as such it
satisfies securities legislation requirements relating to information circulars,
proxies and proxy solicitation provided it complies with the requirements in
Section 5.7 of NI 71-102, including, inter alia, complying with the foreign
disclosure requirements relating to proxy statements, proxies and proxy
solicitation. Furthermore, as of 30 April 2014, the date of the announcement of
the proposed Acquisition, Ordinary Shares held by beneficial owners in Canada
constitute less than two per cent of the outstanding Ordinary Shares of
Heritage. Accordingly, although Heritage is a reporting issuer in the
aforementioned jurisdictions, this announcement has not been prepared in
accordance with disclosure requirements applicable in Canada.  


Heritage has also received discretionary relief from the applicable securities
regulators in Canada for relief from NI 51-101. The effect of this relief is
that while Heritage is a reporting issuer in Canada, it is not required to
comply with the oil and gas disclosure requirements of NI 51-101, and this
announcement was not prepared in accordance with such requirements. 


NOTICE TO US HOLDERS OF ORDINARY SHARES 

US Holders should note that the Acquisition relates to the shares of a Jersey
company and is being made 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 Acquisition 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, Al Mirqab exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations. Financial information
included in this announcement 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. 


The receipt of cash pursuant to the Acquisition by a US Holder as consideration
for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable
transaction for US federal income tax purposes and under applicable US state and
local, as well as foreign and other, tax laws. Each US Holder is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to it. 


It may be difficult for US Holders to enforce their rights and claims arising
out of the US federal securities laws, since Heritage 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.  


In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Al Mirqab or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to purchase,
Ordinary Shares outside of the US, other than pursuant to the Acquisition, until
the date on which the Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK, will be reported to the
Regulatory News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-markets/markets/prices.htm 


Publication on website and hard copies 

A copy of this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Heritage's website at www.heritageoilplc.com by no later than 12 noon (London
time) on the business day following this announcement. For the avoidance of
doubt, the contents of the above website are not incorporated and do not form
part of this announcement. 


You may request a hard copy of this document and all information incorporated
into this document by reference to another source by contacting the Shareholder
Helpline on 0870 707 4040 (or, from outside the United Kingdom, [phone]
4040) or by submitting a request in writing to Computershare Investor Services
(Jersey) Limited at Queensway House, Hilgrove Street, St. Helier, JE1 1ES,
Jersey, Channel Islands. Documents so requested will be despatched within two
Business Days. You may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should be in hard
copy form. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Heritage
Paul Atherton
Telephone: [phone]


Heritage
Robert Fagg
Telephone: [phone]
[e-mail]


Heritage - Investor Relations
Tanya Clarke
Telephone: [phone]


Heritage - Investor Relations
Claire Harrison
Telephone: [phone]
[e-mail]


Canada
Cathy Hume
Telephone: [phone] x231
[e-mail]


Canada
Jeanny So
Telephone: [phone] x225
[e-mail]


J.P. Morgan Cazenove
Financial Adviser and Corporate Broker to Heritage
Barry Weir
Telephone: [phone]


J.P. Morgan Cazenove
Financial Adviser and Corporate Broker to Heritage
James Taylor
Telephone: [phone]


J.P. Morgan Cazenove
Financial Adviser and Corporate Broker to Heritage
James Robinson
Telephone: [phone]


J.P. Morgan Cazenove
Financial Adviser and Corporate Broker to Heritage
Jamie Riddell
Telephone: [phone]


FTI
PR Adviser to Heritage
Ben Brewerton
John Waples
Telephone: [phone]
[e-mail]


Deutsche Bank
Financial Adviser to Al Mirqab
Cathal Deasy
Charles Wilkinson
Chris Raff
Telephone: [phone]


QInvest
Financial Adviser to Al Mirqab
Caspar Warre
Telephone: [phone]