THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF ASSIMILATED REGULATION (EU) 596/2014 AS IT FORMS
PART OF THE LAWS OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK
MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF PANTHEON RESOURCES PLC.
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY
(FRN 779021).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES, CANADA OR JAPAN.
25 July 2024
Pantheon
Resources plc
("Pantheon" or the
"Company")
PrimaryBid
Offer
PrimaryBid Offer
Pantheon Resources plc (LON:
PANR), the AIM-quoted oil and gas company, is pleased to
announce, a conditional offer for subscription
of new ordinary shares of 1 pence each in the
capital of the Company ("Retail
Offer Shares") via PrimaryBid (the
"PrimaryBid Offer") at an issue price of 17 pence
per Retail Offer Share (the "Issue
Price"), being a discount of 14.4 per cent to the closing
price of the Company's existing ordinary shares on 24 July 2024. The Company is also conducting a placing of
new ordinary shares at the Issue Price by way of an accelerated
bookbuilding process (the "Placing") as announced earlier today.
In addition, certain investors and all of the directors of the
Company will also be subscribing for new ordinary shares at the
Issue Price directly with the Company (the "Subscription" and, together with the
PrimaryBid Offer and the Placing, the "Fundraise").
The Fundraise is conditional on the
new ordinary shares to be issued pursuant to the Fundraise being
admitted to trading on AIM ("Admission"). Admission is expected
to take place at 8.00 a.m. on 2 August 2024. The PrimaryBid Offer
will not be completed without the Placing also being
completed.
It is a term of the PrimaryBid Offer
that the aggregate value of the Retail Offer Shares available for
subscription at the Issue Price does not exceed £2
million.
The Company will use the funds
raised for drilling of Megrez-1 well and working capital and any
additional funds will be applied towards extended flow testing at
Megrez-1 (in a success case), further development of the Company's
asset portfolio and general corporate purposes.
Reason for the PrimaryBid Offer
While the Placing has been
structured as a non-pre-emptive offer so as to minimise cost and
time to completion, the Company values its retail investor base and
is therefore pleased to provide retail investors with the
opportunity to participate in the PrimaryBid Offer.
Existing shareholders and new
investors can access the PrimaryBid Offer through PrimaryBid's
extensive partner network of investment platforms, retail brokers
and wealth managers, subject to such partners' participation. A
list of PrimaryBid's distribution partners can be found
here.
Some partners may only accept
applications from existing shareholders and/or existing
customers.
After consideration of the various
options available to it, the Company believes that the separate
PrimaryBid Offer, which will give retail investors the opportunity
to participate in the Fundraise alongside the Placing and the
Subscription, is in the best interests of shareholders, as well as
wider stakeholders in the Company.
The PrimaryBid Offer will open to
investors resident and physically located in the United Kingdom
following the release of this announcement. The PrimaryBid Offer is
expected to close at the same time as the Placing and may close
early if it is oversubscribed.
There is a minimum subscription
amount of £250 per investor in the
PrimaryBid Offer.
The Company reserves the right to
scale back any order at its discretion. The Company and PrimaryBid
reserve the right to reject any application for subscription under
the PrimaryBid Offer without giving any reason for such
rejection.
Investors wishing to apply
for Retail Offer Shares
pursuant to the PrimaryBid Offer should contact their investment
platform, retail broker or wealth manager for details of their
terms and conditions, process (including for using their ISA, SIPP
or GIA) and any relevant fees or charges.
The Retail Offer Shares to be issued
pursuant to the PrimaryBid Offer
will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid,
rank pari
passu in all respects with the new ordinary shares to be issued pursuant to the Placing, the
Subscription and the Company's existing ordinary
shares.
Brokers wishing to offer their
customers access to the PrimaryBid Offer and future PrimaryBid
transactions, should contact partners@primarybid.com.
Enquiries
Pantheon Resources plc
David Hobbs, Executive
Chairman
Jay Cheatham, CEO
Justin Hondris, Director, Finance
and Corporate Development
|
+44 20 7484 5361
|
PrimaryBid Limited
Nick Smith/James Deal
|
enquiries@primarybid.com
|
Canaccord Genuity Limited (Nominated
Adviser)
Henry Fitzgerald-O'Connor
James Asensio
Ana Ercegovic
|
+44 20 7523 8000
|
Important notices
The PrimaryBid Offer is offered
under the exemptions from the need for a prospectus allowed under
the FCA's Prospectus
Regulation Rules. As such, there is no need for publication of
a prospectus pursuant to the Prospectus Regulation Rules, or
for approval of the same by the Financial Conduct Authority (as
competent authority under assimilated Regulation (EU) 2017/1129 as
it forms part of the laws of the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (as
amended)).
The PrimaryBid Offer is not being
made into any jurisdiction outside of the United
Kingdom.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It
should be noted that a subscription for new ordinary shares and
investment in the Company carries a number of risks. Investors
should contact their investment platform, retail broker or wealth
manager for details of any relevant risk warnings. Investors should
take independent advice from a person experienced in advising on
investment in securities such as the Retail Offer Shares if they
are in any doubt.
This announcement and the
information contained herein, is restricted and is not for
publication, release or distribution, directly or indirectly, in
whole or in part, in or into the United States, Australia, Canada,
Japan, New Zealand or the Republic of South Africa or any other
jurisdiction in which such publication, release or distribution
would be unlawful. Further, this announcement is for information
purposes only and no public offering of the new ordinary shares is
being made in any jurisdiction.
The distribution of this
announcement and/or the PrimaryBid Offer and/or the issue of the
Retail Offer Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or any of its
affiliates, agents, directors, officers or employees that would
permit an offer of the PrimaryBid Shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such Retail Offer Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any
such jurisdiction.
The securities referred to in this
announcement have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in the United States except pursuant to an applicable
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. Neither the United States
Securities and Exchange Commission nor any securities regulatory
authority of any state or other jurisdiction of the United States
has approved or disapproved of an investment in the securities or
passed upon or endorsed the merits of the fundraise or the accuracy
or adequacy of the contents of this announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of the Retail Offer Shares or any other
securities is being made in the United States.
This announcement may contain
"forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to
its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use
words such as "aim", "anticipate", "target", "expect", "estimate",
"intend", "plan", "goal", "believe", "seek", "may", "could",
"outlook" or other words of similar meaning. By their nature, all
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances which are beyond the
control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g.
operational risks in exploration, development and production; the
uncertainty of reserve estimates; and health, safety and
environmental risks), constraint in the availability of services or
equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans
with respect to exploration or development projects or capital
expenditures, United Kingdom domestic and global economic business
conditions, market-related risks such as fluctuations in interest
rates and exchange rates, the policies and actions of governmental
and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key
personnel.
As a result, the actual future
financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth
in any forward-looking statements. Any forward-looking statements
made in this announcement by or on behalf of the Company speak only
as of the date they are made. Except as required by applicable law
or regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statement is based.
This announcement does not identify
or suggest, or purport to identify or suggest, the risks (direct or
indirect) that may be associated with an investment in the Retail
Offer Shares. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should
consult an independent financial adviser.
The Retail Offer Shares will not be
admitted to trading on any stock exchange, other than the AIM
market operated by the London Stock Exchange.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
Persons (including, without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of this announcement
should seek appropriate advice before taking any action.