Energy Investments Global Ltd (Bidco) is pleased to announce that it has reached agreement with the Independent Directors of Heritage Oil Plc (Heritage or the Company) on the terms of a recommended cash offer through which the entire issued and to be issued ordinary share capital of Heritage (other than the Retained Shares and the Excluded Shares) will be acquired by Bidco, a wholly owned subsidiary of Al Mirqab Capital SPC (together or individually as the context requires, Al Mirqab).
Highlights of the Offer
- Under the terms of the Offer, each Scheme Shareholder will be entitled to receive 320 pence in cash per Scheme Share (the Offer Price).
- The Offer values the issued and to be issued ordinary share capital of Heritage at approximately £924 million.
- The Offer Price represents a premium of approximately:
- 25.2 per cent. to the Closing Price of 255.6 pence per Ordinary Share on 29 April 2014 (being the last Business Day prior to the Announcement Date);
- 35.5 per cent. to the volume weighted average price of 236.2 pence per Ordinary Share for the three month period between 30 January 2014 and 29 April 2014 (being the last Business Day prior to the Announcement Date); and
- 115.1 per cent. to the Closing Price of 148.8 pence per Ordinary Share on 31 December 2013.
- It is intended that the Offer will be implemented by way of a Court sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law although Al Mirqab reserves the right to proceed by way of a Takeover Offer, should it wish to do so and with Panel consent.
- Subject to applicable law and regulation, the Board of Heritage will procure the mandatory exchange (redemption) of all outstanding Exchangeable Shares for Ordinary Shares in accordance with their terms on written notice at a date to be determined, but which is expected to be prior to the date on which the Scheme Document is dispatched to Heritage Shareholders. The Ordinary Shares issued to holders of Exchangeable Shares pursuant to such exchange would be subject to the Offer and acquired pursuant to the terms of the Scheme on the Effective Date. The Offer Price represents a premium of approximately 25.4 per cent. to the closing price per Exchangeable Share of C$4.71 on the TSX on 29 April 2014, being the last Business Day prior to the Announcement Date using an exchange rate of £0.5420 to C$1.00.
- Al Mirqab and Anthony Buckingham have entered into a set of agreements which document how the parties intend to work together following completion of the Offer (together, the Buckingham Arrangements). Anthony Buckingham is Heritage's largest shareholder, having, as at 29 April 2014, being the last Business Day before the Announcement Date, an interest in approximately 34 per cent. of the issued ordinary share capital of Heritage. As part of such arrangements, Anthony Buckingham has agreed to:
- retain a 20 per cent. interest in Heritage for at least five years post the Effective Date (and will transfer his remaining interest under the terms of the Offer, being approximately 14 per cent. of the issued ordinary share capital of Heritage); and
- serve as an adviser to Heritage on an exclusive basis for a minimum of five years and have the right to appoint one director out of seven to the Board of Heritage.
As a result of these arrangements, Anthony Buckingham and Albion are deemed to be acting in concert with Al Mirqab and are not considered to be independent for the purposes of the City Code. Accordingly, neither Anthony Buckingham nor Albion will be entitled to vote on any resolutions at the Court Meeting or Independent Shareholders' Meeting.
The Buckingham Arrangements are subject to the approval of Independent Shareholders representing a majority of the votes cast on a poll (either in person or by proxy) at the Independent Shareholders' Meeting and such approval is a Condition to the Scheme becoming effective.
In addition to the agreements set out in the Buckingham Agreements, Anthony Buckingham has irrevocably committed to Al Mirqab that he will support the Offer and not accept any competing offer made prior to 17.00 (London time) on 29 September 2014.
The Board of Heritage has constituted an independent committee consisting of the Directors of Heritage, excluding Anthony Buckingham and Paul Atherton (Independent Directors), to evaluate the Offer.
The Independent Directors, who have been so advised by J.P. Morgan Cazenove, consider the terms of the Offer and of the Buckingham Arrangements to be fair and reasonable. In providing its advice, J.P. Morgan Cazenove has taken into account the commercial assessments of the Independent Directors.
The Independent Directors intend to recommend unanimously that Heritage Shareholders vote in favour of the resolutions relating to the Offer at the Court Meeting, the General Meeting and the Independent Shareholders' Meeting as all of the Independent Directors and Paul Atherton have undertaken to do or procure in respect of their own beneficial (or otherwise controlled) holdings of 6,170,000 Ordinary Shares and 301,070 Exchangeable Shares, which in aggregate represent approximately 2.3 per cent. of Heritage's issued ordinary share capital as at 29 April 2014 (being the last Business Day before the Announcement Date).
The Scheme Document containing further information about the Offer and notice of the Court Meeting, the General Meeting and the Independent Shareholders' Meeting, together with Forms of Proxy, will be posted to Heritage Shareholders as soon as practical and unless the Panel otherwise consents, within 28 days of the Announcement Date.
It is currently expected that the Scheme will become effective during the third quarter of 2014. An expected timetable of principal events will be included in the Scheme Document.
Al Mirqab is an investment vehicle which is indirectly and beneficially owned by His Excellency Sheikh Hamad Bin Jassim Bin Jabor Al Thani and his family in a private capacity. The acquisition of Heritage provides Al Mirqab with access to a high growth, producing asset base in Nigeria and a diverse international exploration portfolio. The cash consideration payable to Scheme Shareholders pursuant to the Offer will be funded from Al Mirqab's cash resources.
Bidco is a newly incorporated company formed for the purpose of the Offer and wholly owned by Al Mirqab. Bidco is incorporated under the BVI Business Companies Act (2004) and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Offer and the financing of the Offer.
Heritage has also today published its results and annual report for the year ended 31 December 2013.
Commenting on today's announcement, Michael Hibberd, Chairman of the Board and of the Independent Committee said:
"Heritage has built a diversified portfolio over the past two years through the acquisition of a major interest in OML 30 in Nigeria, disposal of Miran in Kurdistan and entry into new exploration licences in Papua New Guinea. The integration of OML 30 has provided the Company with strong cash flows to support its exploration portfolio and increased value to Heritage Shareholders.
However, the Independent Committee of Heritage's Board believes that the Offer represents an attractive and certain value for Heritage Shareholders, having considered the risks, rewards and timescales associated with the realisation of value from Heritage's portfolio of assets. The Independent Committee therefore intends to recommend the Offer to Heritage Shareholders."