SYS-CON MEDIA Authors: Elizabeth White, Peter Silva, Liz McMillan, Yeshim Deniz, Pat Romanski

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Heritage Oil Plc: PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

LONDON, UNITED KINGDOM -- (Marketwired) -- 05/08/14 -- Heritage Oil Plc -

1. KEY INFORMATION


----------------------------------------------------------------------------
(a) Identity of the party to the offer making  Heritage Oil Plc (the
the disclosure:                                "Company")
----------------------------------------------------------------------------
(b) Owner or controller of interests and
short positions disclosed, if different from
1(a):
The naming of nominee or vehicle companies is
insufficient
----------------------------------------------------------------------------
(c) Name of offeror/offeree in relation to     Heritage Oil Plc
whose relevant securities this form relates:
Use a separate form for each party to the
offer
----------------------------------------------------------------------------
(d) Is the party to the offer making the       OFFEREE
disclosure the offeror or the offeree?
----------------------------------------------------------------------------
(e) Date position held:                        8 May 2014
----------------------------------------------------------------------------
(f) Has the party previously disclosed, or is  NO
it today disclosing, under the Code in         If YES, specify which:
respect of any other party to this offer?
----------------------------------------------------------------------------

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates


----------------------------------------------------------------------------
Class of relevant security:                ordinary shares of no par value
----------------------------------------------------------------------------
                                             Interests      Short positions
                                        ------------------------------------
                                           Number        %   Number        %
----------------------------------------------------------------------------
(1) Relevant securities owned and/or
 controlled:                                    -        -        -        -
----------------------------------------------------------------------------
(2) Derivatives (other than options):           -        -        -        -
----------------------------------------------------------------------------
(3) Options and agreements to
 purchase/sell:                                 -        -        -        -
----------------------------------------------------------------------------
TOTAL:                                        Nil        -      Nil        -
----------------------------------------------------------------------------

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities


----------------------------------------------------------------------------
Class of relevant security in relation to which subscription right
 exists:                                                                   -
----------------------------------------------------------------------------
Details, including nature of the rights concerned and relevant
 percentages:                                                              -
----------------------------------------------------------------------------

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent


----------------------------------------------------------------------------
Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert
with it (see Note 3 on Rule 2.11 of the Code):
----------------------------------------------------------------------------

----------------------------------------------------------------------------

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE


----------------------------------------------------------------------------
Details of any interests, short positions and rights to subscribe of any
person acting in concert with the party to the offer making the disclosure:
----------------------------------------------------------------------------

The directors of the Company hold the following number or ordinary and
exchangeable shares in the capital of the Company:
----------------------------------------------------------------------------
Name                  Number                     Percentage
                      of Shares                  of issued
                                                 share capital
----------------------------------------------------------------------------
Paul Atherton         4,015,000(1)  ordinary     1.44
                      shares
----------------------------------------------------------------------------
Michael Hibberd       1,375,000 ordinary shares  0.49
----------------------------------------------------------------------------
John McLeod           80,000 ordinary shares     0.03
                      ---------------------------
                      1,000 exchangeable shares
----------------------------------------------------------------------------
Gregory Turnbull      700,000 ordinary shares    0.36
                      ---------------------------
                      300,070 exchangeable shares
----------------------------------------------------------------------------


(1) In addition to these interests Paul Atherton holds 2,679,820 share
awards under the Company's Long Term Incentive Plans.
----------------------------------------------------------------------------

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements


----------------------------------------------------------------------------
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party
to the offer making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state
"none"
----------------------------------------------------------------------------

NONE
----------------------------------------------------------------------------

(b) Agreements, arrangements or understandings relating to options or derivatives


----------------------------------------------------------------------------
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting
in concert with it, and any other person relating to:
(i)  the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state
"none"
----------------------------------------------------------------------------

NONE
----------------------------------------------------------------------------

(c) Attachments

Are any Supplemental Forms attached?


----------------------------------------------------------------------------
Supplemental Form 8 (Open Positions)                                    NO
----------------------------------------------------------------------------
Supplemental Form 8 (SBL)                                               NO
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Date of disclosure:                                     8 May 2014
----------------------------------------------------------------------------
Contact name:                                           Robert Fagg
----------------------------------------------------------------------------
Telephone number:                                       +44 (0) 20 7518 0820
----------------------------------------------------------------------------

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

Contacts:
Robert Fagg
+44 (0) 20 7518 0820

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