NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER 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.
Heritage Oil Plc ("Heritage" or the "Company") (TSX:HOC)(LSE:HOIL) -
Highlights
-- Acquisition of OML 30 (as defined below) in Nigeria has been
successfully completed
-- OML 30 is one of the largest onshore licences in Nigeria, with:
-- eight producing fields and associated infrastructure, including an
interest in a segment of the Trans Forcados pipeline
-- gross proved and probable reserves of 1,114 mmbbls(1) of oil,
estimated by independent technical consultants RPS Energy
Consultants Limited ("RPS Energy")
-- current production of c.35,000 bopd
-- economic valuation of proved plus probable reserves estimated by RPS
Energy at between US$3,089 million and US$3,789 million(2)
-- The acquisition of OML 30 provides a step change in Heritage's
production and reserves and cash flow generation:
-- proved and probable reserves net to Heritage, gross of royalty, have
increased from 65 mmbbls(3) to 412 mmbbls(4) of oil, as estimated by
RPS Energy
-- year end production exit rate net to Heritage is estimated to be
c.11,350 bopd(5) compared to an average production for 2011 of 673
bopd
-- it is expected that OML 30 will be cash generative immediately
following completion of the acquisition
-- Opportunities to further increase production:
-- near term objective to increase production through refurbishing
existing infrastructure, including well work-overs and gas lift
installation
-- in the longer term, extensive drilling programme will target
additional reservoir intervals
-- Exposure to Nigeria provides Heritage with:
-- exposure to a country reported to contain the second largest proved
reserves in Africa(6)
-- a platform for further growth in the region
Following the announcement of the proposed acquisition of OML 30 on 2 July 2012
and overwhelming support from Heritage shareholders at an extraordinary meeting
on 30 August 2012, Heritage announces that Shoreline Natural Resources Limited
("Shoreline"), a special purpose private Nigerian company formed between a
subsidiary of Heritage and a local Nigerian partner, Shoreline Power Company
Limited ("Shoreline Power"), has successfully completed the acquisition of a 45%
participating interest in a producing oil mining licence in Nigeria ("OML 30"),
together with a 45% interest in other assets under the joint operating agreement
for OML 30 (the "Acquisition Assets"), for a total cash consideration of US$850
million, net of costs (the "Acquisition"). In addition, Shoreline has paid a
transfer tax of US$10.625 million, being 1.25% of the value of the consideration
payable for the Acquisition, to the Federal Government of Nigeria, pursuant to
the provisions of Paragraph 15 of the First Schedule to the Petroleum Act of
Nigeria. The tax was paid by Shoreline on behalf of the assignors, in accordance
with the Sale and Purchase Agreement. The remaining 55% participating interest
is held by the Nigerian Petroleum Development Company ("NPDC"), a subsidiary of
the Nigerian National Petroleum Corporation ("NNPC").
The Acquisition
OML 30 is located onshore in the delta region, covers 1,097 square kilometres
and includes eight producing fields with oil and gas contained in numerous
stacked reservoirs, and the Acquisition Assets include a 45% interest in the
segment of the Trans Forcados pipeline between the Eriemu Manifold and the
Forcados River Manifold (the "OML 30 Trans Forcados Pipeline Segment").
The Acquisition provides a significant increase to the net proved and probable
reserves of Heritage which increase from 65 mmbbls to 412 mmbbls, based on the
competent person's report produced by RPS Energy and included in the Company's
prospectus published on 6 August 2012 in connection with the Acquisition. It is
expected that the year end production exit rate for Heritage will increase to
c.11,350 bopd, compared to an average production for the Company over 2011 of
673 bopd. This is based on Heritage's participating interest in Shoreline,
assuming the exercise of an option by Shoreline Power to acquire a 30%
participating interest in Shoreline (the "SP Option").
There is the potential to both increase and stabilise production in the near
term through refurbishing infrastructure and re-starting non-producing existing
wells. Additionally, existing wells can be worked over to improve completions
and gas lift can be installed in a number of existing wells without artificial
lift. In the longer term, drilling will target additional reservoir intervals
which will provide a further increase in production levels. It is expected that
OML 30 will be cash generative immediately.
The Acquisition provides Heritage with exposure to Nigeria with proved reserves
of c.37.2 billion barrels, the largest in Sub-Saharan Africa, the second largest
in Africa and the tenth largest in the world(7). Nigeria is the largest African
oil producer with c.2.5 mmbbls per day(8) and has established infrastructure
from over 50 years of oil production. The country has a large number of
discovered but undeveloped fields with significant potential. The Acquisition
and partnership with Shoreline Power enhances Heritage's profile in the country
and creates a platform for further growth in this prolific hydrocarbon region.
Long-term financing
The Acquisition was partially financed by a US$550 million secured bridge
finance facility provided by The Standard Bank of South Africa ("Standard Bank
Plc"). Following satisfaction of certain release conditions post completion of
the Acquisition, Shoreline intends to refinance the Standard Bank Plc bridge
facility by implementing a long-term lending facility (the "Long-term Facility")
in respect of, and secured by, its interest in OML 30, arranged by Standard Bank
Plc, following which there would be no recourse to the Heritage Group.
Standard Bank Plc has also provided a US$50 million letter of credit (the
"Letter of Credit") to NPDC, to cover Shoreline's working capital requirements
under the joint operating agreement for OML 30. Heritage has agreed to provide
cash collateral of US$51 million to Standard Bank Plc to guarantee this Letter
of Credit which also covers any interest which may be due under the Letter of
Credit. It is expected that the Letter of Credit will be refinanced through the
Long-term Facility, at which time Heritage's obligation to maintain the cash
collateral will be released, and there would thereafter be no recourse to the
Heritage Group in relation to the Letter of Credit.
Readmission of Ordinary Shares and Exchangeable Shares
Applications have been made to the UK Listing Authority and the London Stock
Exchange for the readmission to listing on the premium segment of the Official
List of the UK Listing Authority and to trading on the main market of the London
Stock Exchange of 290,187,520 Ordinary Shares of Heritage (including treasury
shares) and 2,371,918 Exchangeable Shares of Heritage Oil Corporation
("Readmission") upon the cancellation of the listing of such shares in
accordance with the requirements for reverse takeovers which are applicable to
the Acquisition under the Listing Rules of the UK Financial Services Authority.
Readmission is expected to occur at 8.00 a.m. on 9 November 2012.
Tony Buckingham, Chief Executive Officer of Heritage, commented:
"We are delighted to have received consent for, and completed the acquisition
of, an interest in the world-class OML 30 licence which contains some of the
largest oil fields onshore in Nigeria and provides Heritage with a material
change in reserves, production and cash flow generation. We have acquired an
asset with significant upside potential upon which we can continue to build a
presence in the country. This reaffirms the aim of Heritage to generate
long-term shareholder value through a strategy which includes the acquisition of
opportunities across the value chain at attractive metrics. We look forward to
continuing to build our presence in Nigeria through Shoreline Natural Resources
which we expect to be one of the leading indigenous oil companies in Nigeria."
Notes to Editors
Information on OML 30
OML 30 is located onshore in the delta in Nigeria, less than 50 kilometres east
of Warri in Southern Nigeria. The licence covers 1,097 square kilometres and
includes eight producing fields with oil and gas contained in numerous stacked
reservoirs, and the Acquisition Assets include a 45% interest in the OML 30
Trans Forcados Pipeline Segment. Based on information provided by the Vendors,
crude production from OML 30 is currently averaging c.35,000 bopd. RPS Energy
has carried out an independent evaluation of OML 30 which estimates gross proved
and probable reserves of 1,114 mmbbls as at 31 March 2012.
The fields in OML 30 include extensive infrastructure, including nine flow
stations with a combined liquids capacity of approximately 395,000 bpd,
pipelines, gas lift compression and gas compressors for artificial gas lift. The
OML 30 Trans Forcados Pipeline Segment has a capacity of 850,000 bpd and
transports liquids from OML 30 and several other licences, generating tariff
revenue from third parties. Production from OML 30 is transported by the Trans
Forcados Pipeline to the Forcados export terminal and sold at a premium to Brent
Crude.
The OML 30 licence term extends to June 2019 and, based on current Nigerian law,
Heritage expects it to be renewed thereafter.
Following completion of the Acquisition, the operatorship of OML 30 will
transfer from Shell to NPDC.
Shoreline Power
-- Shoreline Power is a subsidiary of Shoreline Energy International
Limited ("SEI"), a leading private Nigerian energy and infrastructure
company. SEI was founded in 1997 and has offices in Lagos, where it has
its headquarters, and London.
-- SEI has operations across Sub-Saharan Africa and a portfolio of 16
operating companies with over 3,000 employees.
-- SEI has interests in the infrastructure, construction, energy,
investments and energy trading, and telecommunications sectors.
-- Shoreline Power is led by Mr. Kola Karim, who is also the CEO of SEI.
-- For further information please refer to www.shoreline-power.com.
Heritage
-- Heritage is listed on the Main Market of the LSE 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.
-- For further information please refer to our website,
www.heritageoilplc.com.
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 Acquisition 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 matters set out in this announcement 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 the
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.
Standard Bank is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as Mandated Lead Arranger to Shoreline and for no
one else in connection with the Acquisition Assets and will not be responsible
to anyone other than Shoreline for providing the protections afforded to its
clients nor for providing advice in relation to the matters set out in this
announcement.
If you would prefer to receive press releases via email please contact Jeanny So
(jeanny@chfir.com) and specify "Heritage press releases" in the subject line.
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. Neither the Company nor J.P. Morgan Cazenove 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.
Overseas shareholders
This announcement has been prepared for the purposes of complying with English
law and the Listing Rules of the United Kingdom Financial Services Authority and
information disclosed may not be the same as that which would have been prepared
in accordance with the laws of jurisdictions outside England.
Persons who are not resident in the United Kingdom may be affected by the laws
of jurisdictions other than the United Kingdom. Such persons should inform
themselves about and observe any applicable requirements of such jurisdictions.
Any failure by such persons to comply with any applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the
Acquisition and J.P. Morgan Cazenove disclaim any responsibility or liability
for the violation of such restrictions by any person.
Copies of this announcement are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction where to do so
would constitute a breach of securities laws in that jurisdiction. Persons
receiving this announcement (including custodians, nominees and trustees) should
observe these restrictions and should not send or distribute this announcement
in, into or from any such jurisdictions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements include, but are
not limited to, statements with regard to the Acquisition, future production and
grades, projections for sales growth, estimated revenues, reserves and
resources, targets for cost savings, the construction cost of new projects,
projected capital expenditures, the timing of new projects, future cash flow and
debt levels, the outlook for the prices of hydrocarbons, the outlook for
economic recovery and trends in the trading environment, statements about cost
synergies, revenue benefits or integration costs and capacity and 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.
Any forward-looking statements in this announcement reflect the Company's view
with respect to future events as at the date of this announcement and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of operations, growth
strategy and liquidity. J.P. Morgan Cazenove does not undertake any obligation
publicly to release the results of any revisions or up-dates to any
forward-looking statements in this announcement that may occur due to any change
in its expectations or to reflect events or circumstances after the date of this
announcement.
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 Australia, Japan or South Africa 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, Australian, South African or Japanese 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
Australia, South Africa or Japan and, subject to certain exceptions, may not be
offered or sold within Australia, South Africa or Japan or to any national,
resident or citizen of Australia, South Africa or Japan.
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 Acquisition.
Copies of the prospectus issued by the Company in connection with the
Acquisition are available from the Company's registered office and from 34 Park
Street, London, W1K 2JD.
Important Information
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
Heritage shares can go down as well as up and past performance cannot be relied
on as a guide to future performance.
(1) As of 31 March 2012.
(2) Post-tax, net Heritage share, assuming a 10% discount rate and assuming
Shoreline Power option to acquire a 30% participating interest in Shoreline
("the SP Option") will not be exercised. Valuation range depends on income tax
scenario used.
(3) Zapadno Chumpasskoye Field as of 31 March 2012.
(4) Zapadno Chumpasskoye Field plus OML 30, as of 31 March 2012. Gross of
royalty and assuming Shoreline Power option to acquire a 30% participating
interest in Shoreline will be exercised.
(5) Assuming Shoreline Power option to acquire a 30% participating interest in
Shoreline will be exercised.
(6) BP Statistical Review 2012; data as at 31 December 2011.
(7) BP Statistical Review 2012; data as at 31 December 2011.
(8) BP Statistical Review 2012; data as at 31 December 2011.
FOR FURTHER INFORMATION PLEASE CONTACT:
Heritage Oil Plc
Tony Buckingham
CEO
+44 (0) 1534 835 400
Heritage Oil Plc
Paul Atherton
CFO
+44 (0) 1534 835 400
info@heritageoilplc.com
Heritage Oil Plc - Investor Relations
Tanya Clarke
+44 (0) 20 7518 0838
Heritage Oil Plc - Investor Relations
Claire Harrison
+44 (0) 20 7518 0827
ir@heritageoilplc.com
www.heritageoilplc.com
Sole Financial Adviser and Sole Sponsor
J.P. Morgan Cazenove
Barry Weir
+44 (0) 20 7742 4000
J.P. Morgan Cazenove
James Taylor
+44 (0) 20 7742 4000
J.P. Morgan Cazenove
Neil Haycock
+44 (0) 20 7742 4000
Mandated Lead Arranger on financing facilities
in connection with the Acquisition
Standard Bank Group
Roger Brown
+44 (0) 203 145 5000
Standard Bank Group
Donald Hultman
+44 (0) 203 145 5000
Media Enquiries
John Waples
+44 (0) 20 7831 3113
Media Enquiries
Ben Brewerton
+44 (0) 20 7831 3113
heritageoil.sc@fticonsulting.com
Canada
Cathy Hume
+1 416 868 1079 x231
cathy@chfir.com
Canada
Jeanny So
+1 416 868 1079 x225
jeanny@chfir.com
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