TIDMPANR
RNS Number : 6240Z
Pantheon Resources PLC
16 May 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS
IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR
RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY
CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE
IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT, INCLUDING THE APPIX, DOES NOT ITSELF
CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE
SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY
SHARES TO ANY PERSON. IN PARTICULAR, THIS ANNOUNCEMENT, INCLUDING
THE APPIX, DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN,
LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR
OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK
DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMED ("MAR").
16 May 2023
Pantheon Resources plc
Proposed Placing and Subscription to raise a minimum of $10.5
million
Pantheon Resources plc ("Pantheon" or the "Company"), the
AIM-quoted oil and gas company with 100% working interests in
certain projects located adjacent to transportation and pipeline
infrastructure on the Alaska North Slope, is pleased to announce
that it intends to raise a minimum of $10.5 million (before
expenses) by way of a placing and conditional subscriptions
(together the "Fundraise") of new Ordinary Shares at a price of 17
pence per share (the "Issue Price").
The purpose of the Fundraise is principally to fund the flow
testing of the Shelf Margin Deltaic ("SMD") horizon from the Alkaid
#2 wellbore, finance two separate Independent Expert Reports
("IERs") from Netherland Sewell and Associates Inc. ("NSAI") on the
Company's Theta West and Alkaid projects, preparation of dynamic
models and field development modelling by SLB (formerly
Schlumberger), complete the purchase of additional Alaskan North
Slope ("ANS") acreage, and provide general working capital for the
Group.
Institutional investors will participate by way of a placing of
new Ordinary Shares (the "Placing Shares") conducted through an
accelerated bookbuild (the "Bookbuild") which will be launched
immediately following this Announcement (the "Placing"). Canaccord
Genuity Limited ("Canaccord") is acting as Nominated Adviser and
Sole Bookrunner in connection with the Placing. The Placing is not
being underwritten.
Certain investors will also be subscribing for new Ordinary
Shares (the "Subscription Shares") at the Issue Price directly with
the Company (the "Subscription"). The Subscription is conditional
on completion of the Placing.
In addition to the Placing and the Subscription, retail
investors will be given an opportunity to participate by
subscribing for new Ordinary Shares (the "Retail Offer Shares") at
the Issue Price (the "Retail Offer") on the PrimaryBid platform. A
separate announcement will be made shortly regarding the Retail
Offer and its terms. The Placing and Subscription are not
conditional upon the Retail Offer. The Retail Offer will close on
completion of the Bookbuild process.
The Company considers it important to be able to take advantage
of investor demand should investors wish to participate in the
Fundraise in excess of $10.5 million. Therefore, the Company is
likely to increase the amount proposed to be raised pursuant to the
Fundraise, in agreement with Canaccord. Any additional proceeds
above the minimum of $10.5 million, including from the Retail
Offer, will be applied towards further development of the Company's
asset portfolio and general corporate purposes.
The Placing is subject to the terms and conditions set out in
the Appendix to this Announcement (which forms part of this
Announcement).
The final number of New Ordinary Shares to be issued will be
announced immediately following the closing of the Bookbuild
process. The New Ordinary Shares, when issued, will be credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid on or in
respect of such shares after the date of issue.
Application will be made for Admission of the New Ordinary
Shares and it is expected that Admission will take place at or
around 8.00 a.m. (London time) on 24 May 2023 (or such later time
and/or date as may be agreed between the Company and Canaccord,
being not later than 8.00 a.m. (London time) on 2 June 2023). The
Fundraise is conditional upon, inter alia, Admission becoming
effective. The Placing is also conditional upon the Company having
received payment from the Subscription in respect of the
Subscription Shares and the Placing Agreement not otherwise being
terminated in accordance with its terms.
The Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"IMPORTANT NOTICES" section and the detailed terms and conditions
described in the Appendix.
Jay Cheatham, CEO of Pantheon Resources, said : "The proceeds of
the Fundraise would be used to support significant, independent
value drivers in the near term, which could be material for
Pantheon. The next few months are expected to be exciting for our
Company. The low cost (c.$3.3 million) SMD test in the shallow
section of the Alkaid #2 well is a significant event which will
seek to prove the productive potential of the discovered oil within
this zone, and which we believe has superior reservoir qualities
than the deeper, Alkaid zone recently tested. Proving oil in a
structure capable of holding over 400 million barrels of
recoverable oil adjacent to the Dalton Highway and Trans-Alaska
Pipeline could have significant commercial implications. This will
not be a long term production test as was the deeper Alkaid zone
but is designed to gather reservoir data and test SMD reservoir oil
quality and productivity so this data can be used for planning
future commercial operations.
"The SLB work and NSAI independent expert reports will deliver
the first independent assessment of our recently discovered
resources that will not only provide investors with a highly
credible third-party view of the size and quality of our projects
but also enhances our ability to attract partners into the project
area.
"The addition of the new leases (c.40,000 acres) is expected to
result in a material resource update, extending the limits of
Pantheon's recent discoveries, particularly in the Theta West area
where the reservoir depths are significantly shallower than those
recent discoveries and where we expect even better reservoir
parameters. Wood Mackenzie recently noted that Theta West was the
fourth biggest global discovery in 2022*.
"All of our Board, as well as management and key advisers will
be participating in the Fundraise as we are all excited about what
is planned and the great potential of what we have discovered over
the recent years."
* Wood Mackenzie, "Alaska Upstream Review of 2022", March 2023;
more appraisal and production tests required before discovery
considered commercial
Further information:
Pantheon Resources plc +44 20 7484 5361
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development
Canaccord Genuity Limited (Nominated Adviser
and broker)
Henry Fitzgerald-O'Connor
James Asensio
Gordon Hamilton +44 20 7523 8000
BlytheRay
Tim Blythe
Megan Ray
Matthew Bowld +44 20 7138 3204
Rationale for the Fundraise
Background - Alkaid #2 Result and the SMD
The Alkaid #2 location was selected for the recent test of the
deeper Alkaid reservoir based upon the positive flow test result
from the nearby Alkaid #1 well in 2019, coupled with the low cost
location from which to drill and run a long term production test,
being immediately adjacent to the Dalton Highway and Trans-Alaska
Pipeline System (TAPS), which in a success case would facilitate a
more rapid development horizon.
During the long term production test of the Alkaid reservoir at
Alkaid #2, the wellbore reached a measured depth of 14,300 feet
including a 5,300 feet horizontal section which was all oil
bearing. This lateral was successfully fracture stimulated with 30
frac stages, including the placement of +/- 8 million pounds of
sand proppant. Production testing operations at Alkaid #2 commenced
in October 2022. Initially, frac sand production was higher than
expected, causing a blockage which necessitated a cleanout.
After returning to production in December 2022, Pantheon
reported production at a rate of over 500 barrels per day (bpd) of
hydrocarbon liquids including oil, condensate and natural gas
liquids (NGLs), as well as c.2.5 million cubic feet per day
(mmcfpd) natural gas, from approximately 4,000 feet of clean
lateral wellbore.
When separated and sold, condensate and NGLs are estimated to
achieve 80% - 90%, or potentially higher, of ANS crude oil price
(ANS crude typically trades at a premium to WTI oil). All liquids
produced on the Alaska North Slope are blended and sent through the
TAPS to Valdez and on to market as ANS crude. The crude oil
produced and sold during this time period averaged c.$87/bbl.
It is believed that the Alkaid #2 well most likely fracked into
a gas cap which resulted in a much higher gas oil ratio ("GOR")
than encountered at the nearby Alkaid #1 well in the same
reservoir. Analysis suggests that the horizontal section of future
wells should be drilled deeper to avoid the gas cap and thus should
have the potential to produce a much-improved GOR with a superior
outcome, more in line with the results achieved at Alkaid #1. The
decline rate at Alkaid #2 has provided sufficient data to more
accurately model well performance. Given the significantly greater
than expected gas production at Alkaid #2, likely as a result of
the intercepted gas cap, Pantheon elected to not apply to the State
of Alaska for an extension of its gas flaring permit and concluded
its flow testing operations of the zone of interest at Alkaid #2.
The wellbore has now been prepared for the future testing of the
SMD reservoir in the shallower vertical section of the
wellbore.
During drilling to target depth, Alkaid #2 penetrated the
shallower SMD reservoir and encountered oil which was confirmed by
both logging and volatiles analysis ("VAS"). Management estimates
the SMD has the potential to contain over 400 million barrels of
oil ("mmbo") recoverable resource, over five times larger than the
deeper Alkaid reservoir and with superior reservoir quality. The
SMD section has been encountered in several wells in the area and
combined with the excellent quality 3D seismic coverage provides
confidence on the resource potential in this advantageous location.
The addition of the SMD resources to any potential Alkaid
development will significantly boost economic returns. Testing of
oil and gas wells is sequenced from deepest to shallowest horizons,
hence why testing of the SMD reservoir would always follow that
from the Alkaid reservoir. The Company's conceptual economic model
for the SMD (which assumes full funding and commercial development)
has been updated and management continues to believe that the
potential NPV of just this reservoir alone has the potential to be
very significant.
Use of Funds
1 - SMD Flow Test
In H2 2023, Pantheon intends to re-enter the Alkaid #2 well that
was drilled last summer and vertically test the shallower SMD
reservoir, which the Company believes has the potential to contain
2.6 billion barrels of oil in place (OIP) and a P50 Contingent
Resource (recoverable) of 404 million barrels of oil. Oil was
encountered throughout the SMD horizon during drilling of the well.
Testing is not constrained by the need for an ice pad and can
utilize existing facilities and pad established for the recent
Alkaid # 2 horizontal test, hence the low cost operation. Being
shallower, the SMD has superior reservoir characteristics than the
deeper and independent Alkaid reservoir, and the Company believes
the SMD reservoir permeability could be 10-100 times better. This
SMD test is intended to obtain valuable reservoir data to design a
better frac and completion design for future horizontal long-term
wells. This will not be a long-term horizontal production test as
per the deeper zone but is designed to test reservoir oil quality
and productivity of the SMD. Any flow rates will be constrained by
the amount of reservoir tested in the vertical section. The SMD
zone to be tested at this location is approximately 65 feet thick
with high net/gross ratio in a conventional sandstone reservoir
where it is intended that approximately 10-15 feet of the reservoir
will be perforated. This will provide important information of
future horizontal productive capacity, which we will announce post
full analysis of the test result.
2 - Financing of Independent Expert Reports and further
technical work
Pantheon has commissioned Netherland Sewell & Associates
(NSAI) to undertake two Independent Expert Reports over each of the
Company's Theta West and Alkaid projects.
Additionally, in December 2022, SLB completed phase 1 of its
work which included preparation of models over Pantheon's projects,
which they estimate to contain over 17 billion barrels of oil in
place. Phase 2 of SLB's work is underway which will, inter alia,
include the preparation of dynamic models for use in modelling
field development scenarios. NSAI will have full access to SLB's
work and will incorporate it into their reports if/where
relevant.
This work by SLB and NSAI, two worldwide technical industry
experts, will provide investors and potential partners with a
highly credible independent assessment of the Company's
resources.
3 - Lease Purchases, maintenance and renewals
On 10 November 2022, Pantheon announced the successful
acquisition of approximately 40,000 acres in the State of Alaska's
North Slope Areawide Lease sale. Pantheon was successful on all
bids submitted. The new leases are strategically positioned in two
areas contiguous or adjacent to the Company's current acreage on
its north-western boundary, covering the updip extension of the
Theta West project, and east, capturing the area adjacent to the
junction of the Alkaid Unit and the Talitha Unit. Pantheon believes
that its discovered oil in both these areas extends into the
acquired leases and is working to calculate any resource update in
these areas, which Pantheon believes could be significant.
These acquired leases are expected to be officially awarded by
the State of Alaska in the coming weeks, subject to the Company
making the relevant payment.
Funds are also expected to be used for ongoing lease maintenance
and renewals.
4 - Working capital
The minimum fundraise of $10.5 million assumes $3.1 million
allocated to working capital which includes contingency costs,
transaction costs, further technical work and general working
capital. Based on the use of funds set out above the Company
expects that this will provide sufficient working capital for the
Group for up to the next 12 months. In forming this view, it is
assumed that all quarterly amortisation and interest payments due
on the Company's Convertible Bond will continue to be paid in
shares.
On the basis that the SMD flow test described above is
successful the Company will require additional capital and/or a
farm-in partner to fund future drilling in order to progress
further towards a commercial development.
The Company recognises that assets of the size and scale of
Pantheon's Alaskan portfolio will ultimately require the investment
of hundreds of millions dollars to take them through to scaled
development, and the Company's strategy is to assess the full range
of financing options including equity, debt, farmout or other
industry transactions. Such financing is a core part of the
strategy of every large scale E&P project development.
Summary - Use of Proceeds
The gross minimum proceeds of the Fundraise of $10.5 million are
expected to be used as follows:
SMD flow test $3.3m
IERs and technical work $1.7m
---------
Lease costs (maintenance, renewals,
new leases) $2.4m
-------------------------------------
General working capital $3.1m
Minimum fundraise $10.5m
Any additional proceeds above the minimum of $10.5 million,
including from the Retail Offer, will be applied towards further
development of the Company's asset portfolio and general corporate
purposes .
Director participation
All of the Directors, as well as management and key advisers
have indicated that they intend to participate in the Subscription
for an aggregated amount of approximately $0.94 million. The
ultimate allocation to the Directors is at the absolute discretion
of Canaccord and the Company.
Convertible Bond
A summary of the principal terms of the have been set out
previously in an announcement dated 7 December 2021. As a
consequence of the Fundraise, and pursuant to the anti-dilution
provisions of the Convertible Bond, there will be a minor
adjustment to the conversion price of the Convertible Bond. There
are no adjustments to how the amortisation and interest payments
will be calculated if to be satisfied by shares.
Conditions relating to the Fundraise
The Fundraise is conditional, inter alia, upon:
a) the Placing Agreement becoming unconditional in all respects
(save for Admission occurring) and not having been terminated in
accordance with its terms;
b) Admission becoming effective by no later than 8.00 a.m. on 24
May 2023 (or such later time and/or date as the Company and
Canaccord may agree (being not later than 8.00 a.m. on 2 June 2023
).
Further details of the conditions of the Placing and the Placing
Agreement are set out in the Appendix, under the heading
'Conditions of the Placing'.
Accordingly, if such conditions are not satisfied or, if
applicable, waived, the Fundraise will not proceed.
The Fundraise is not underwritten by Canaccord or any other
person.
Settlement and dealings
The New Ordinary Shares will be in registered form and will be
capable of being held in either certificated or uncertificated form
(i.e. in CREST). Accordingly, following Admission, settlement of
transactions in the Ordinary Shares may take place within the CREST
system if a Shareholder so wishes.
The ISIN number of the New Ordinary Shares is GB00B125SX82. The
TIDM is PANR.
Risk Factors
Any investment in the Company is subject to a number of material
risks and uncertainties. Accordingly, prospective investors should
carefully consider the material operational, engineering,
geological, commodity price, political, financing, liquidity,
foreign exchange, resource estimation and other risks of investing
in an AIM-quoted company operating in the natural resources sector,
other information contained in this Announcement and any other
publicly available information about the Company before making a
decision whether to invest in the Company.
Before making an investment, prospective investors are strongly
advised to consult an investment adviser authorised under the
Financial Services and Markets Act 2000, as amended ("FSMA") who
specialises in investments of this kind. A prospective investor
should consider carefully whether an investment in the Company is
suitable in the light of his or her personal circumstances, the
financial resources available to him or her and his or her ability
to bear any loss which might result from such investment.
IMPORTANT INFORMATION
This Announcement is released by Pantheon Resources plc and
contains inside information for the purposes of Article 7 of MAR.
It is disclosed in accordance with the Group's obligations under
Article 17 of MAR.
No action has been taken by the Group or Canaccord, or any of
their respective affiliates, that would, or which is intended to,
permit a public offer of the New Ordinary Shares in any
jurisdiction or the possession or distribution of this Announcement
or any other offering or publicity material relating to the New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Persons into whose possession this Announcement
comes shall inform themselves about, and observe, such
restrictions.
No prospectus has been made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Regulation) to be
published.
The New Ordinary 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.
In accordance with the AIM Rules - Note for Mining and Oil &
Gas Companies - June 2009, the information contained in this
Announcement has been reviewed and signed off by Jay Cheatham, a
qualified Chemical & Petroleum Engineer, who has over 40 years'
relevant experience within the sector.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the New Ordinary Shares have been subject to a product
approval process, which has determined that the New Ordinary Shares
are: (i) compatible with an end target market of investors who meet
the criteria of retail and professional clients and eligible
counterparties, each defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all distribution channels as are permitted by the UK
Product Governance Rules (the "UK Target Market Assessment").
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of investors who meet the criteria of retail
and professional clients and eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment").
Notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment, distributors should note that: the price
of the New Ordinary Shares may decline and investors could lose all
or part of their investment; the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. Each of the UK Target Market
Assessment and the EU Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Proposals. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment and the EU
Target Market Assessment , Canaccord will only procure investors
who meet the criteria of professional clients and eligible
counterparties, as defined under COBS or MiFID II, as applicable
.
For the avoidance of doubt, neither the UK Target Market
Assessment nor the EU Target Market Assessment constitutes: (a) an
assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS or MiFID II, as applicable
; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the New Ordinary Shares pursuant to the Fundraise.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
IMPORTANT NOTICES
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS
PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"),
QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION; AND/OR
(2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE
PROSPECTUS REGULATION WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL
WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS
LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN PANTHEON RESOURCES PLC.
THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMED (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. THE
NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND
IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS
(WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT) OR
ACCREDITED INVESTORS AS DEFINED BY REGULATION D UNDER THE
SECURITIES ACT IN TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING IN
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
ORORSED 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 NEW ORDINARY SHARES IS BEING MADE IN THE UNITED
STATES OR ELSEWHERE.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE
LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN
THE NEW ORDINARY SHARES. THE PRICE OF SHARES AND THE INCOME FROM
THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET
BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.
THIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
The distribution of this Announcement and/or the Placing and/or
the issue of the New Ordinary Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company,
Canaccord or any of their respective affiliates, agents, directors,
officers or employees that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such New
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company and Canaccord 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.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia (the "United States" or
the "US")), Australia, Canada, Japan, New Zealand, Russia or the
Republic of South Africa or any other jurisdiction in which the
same would be unlawful. No public offering of the New Ordinary
Shares is being made in any jurisdiction.
This Announcement is not being distributed by, nor has it been
approved for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended ("FSMA") by Canaccord or any other
person authorised under FSMA. This Announcement is being
distributed and communicated to persons in the United Kingdom only
in circumstances in which section 21(1) of FSMA does not apply or
otherwise falls within a relevant exemption. No prospectus will be
made available in connection with the matters contained in this
Announcement and no such prospectus is required (in accordance with
the Prospectus Regulation) to be published. Persons needing advice
should consult an independent financial adviser.
This Announcement is only directed at persons in Australia, who
it is lawful to offer the shares to be issued under the Placing
without disclosure under Chapter 6D of the Australian Corporations
Act (including those who are "sophisticated investors" as set out
in section 708(8) of the Australian Corporations Act or who are
"professional investors" as set out in section 708(11) of the
Australian Corporations Act), and where such action complies with
all applicable laws, regulations and directives and does not
require any document to be lodged with the Australian Securities
and Investments Commission.
This Announcement is only directed at persons in Singapore, who
are: (a) "institutional investors" (as defined in section 4A(1)(c)
of Securities and Futures Act 2001 of Singapore (the "SFA")); or
(b) a "relevant person" (as defined in section 275(2) of the SFA);
or (c) a person to whom an offer is being made, pursuant to section
275(1A) of the SFA, in compliance with all applicable laws,
regulations and directives. Pursuant to section 309B of the SFA,
persons in Singapore are notified that the New Ordinary Shares are
"prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and "Excluded Investment Products" (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Fundraise or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada, no prospectus has been lodged with, or
registered by, the Australian Securities and Investments
Commission, the Japanese Ministry of Finance, the Financial Markets
Authority of New Zealand or the Central Bank of Russia and the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the New Ordinary Shares and
the New Ordinary Shares have not been, nor will they be, registered
under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan, New
Zealand, Russia or the Republic of South Africa. Accordingly, the
New Ordinary Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada,
Japan, New Zealand, Russia or the Republic of South Africa or any
other jurisdiction outside the United Kingdom.
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.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making an oral and legally binding offer to acquire Placing Shares
will be deemed to have read and understood this Announcement in its
entirety, to be participating, making an offer and acquiring
Placing Shares on the terms and conditions contained herein and to
be providing the representations, warranties, indemnities,
acknowledgements and undertakings contained in the Appendix.
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 New Ordinary Shares. Any
investment decision to subscribe New Ordinary Shares in the
Fundraise must be made solely on the basis of information contained
in this Announcement.
This Announcement has not been approved by any competent
regulatory authority. Canaccord is nominated adviser to the
Company, authorised and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in
connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the Fundraise and Admission or any other matters
referred to in this Announcement and Canaccord will not be
responsible to anyone (including any Placees) other than the
Company for providing the protections afforded to its clients or
for providing advice in relation to the Fundraise, Admission or any
other matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by Canaccord or by any of its affiliates or
their affiliates' agents, directors, officers and employees,
respectively, as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor
(whether in tort, contract or otherwise) is expressly
disclaimed.
The responsibilities of Canaccord as the Company's Nominated
Adviser under the AIM Rules for Companies and the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and
are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to
acquire shares in the capital of the Company in reliance on any
part of this Announcement, or otherwise.
No statement in this Announcement or in any previous
announcement or in any previous presentation issued by the Company
was or is intended to be a profit forecast or estimate, and no
statement in this Announcement nor in any previous announcement or
in any previous presentation issued by the Company should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
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.
This Announcement has been issued by, and is the sole
responsibility, of the Company. No representation or warranty
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Canaccord or by any of its affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
APPIX - TERMS AND CONDITIONS OF THE PLACING
General
By participating in the Bookbuilding Process and the Placing,
each Placee will be deemed to have read and understood this
Announcement in its entirety, to be participating, making an offer
and acquiring Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix. Upon being notified of its allocation of Placing Shares,
a Placee who chooses to participate in the Placing by making an
oral and legally binding offer shall be contractually committed to
acquire the number of placing shares allocated to it and to the
fullest extent permitted by law, will be deemed to have agreed not
to exercise any rights to rescind or terminate or otherwise
withdraw from such commitment.
Details of the Placing Agreement and the Placing Shares
The Company and Canaccord have entered into the Placing
Agreement, pursuant to which, Canaccord has, subject to the terms
and conditions set out in that agreement, agreed to use reasonable
endeavours, as agent of the Company, to procure subscribers for the
Placing Shares pursuant to the Bookbuilding Process described in
this Announcement and as set out in the Placing Agreement.
The Placing is conditional on the Placing Agreement becoming
unconditional and not being terminated in accordance with its
terms.
The Placing is not being underwritten.
The Placing Shares will, when issued, be subject to the
Articles, be credited as fully paid and rank pari passu in all
respects with each other and with the New Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of the New Ordinary
Shares after Admission.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. Subject to the
satisfaction or waiver of the conditions of the Placing Agreement
(the "Conditions"), it is expected that Admission will take place
and dealings in the Placing Shares will commence on AIM on or
around 8.00 a.m. on 24 May 2023 (or such later time and/or date as
Canacco rd and the Company may agree in writing (being not later
than 8.00 a.m. on 2 June 2023)) .
Bookbuilding Process
Commencing today, Canaccord will be conducting a Bookbuilding
Process to determine demand for participation in the Placing by
Placees. This Announcement gives details of the terms and
conditions of, and the mechanics of participation in, the Placing.
However, Canaccord will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as it may, after
consultation with the Company, determine. No commissions will be
paid by or to Placees in respect of any participation in the
Placing or subscription for Placing Shares.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Placing is by invitation only and will only
be available to persons who may lawfully be, and are, invited to
participate by Canaccord. Canaccord and Canaccord Affiliates (as
defined below) are entitled to participate as Placees in the
Bookbuilding Process.
The Bookbuilding Process will establish the number of Placing
Shares to be issued pursuant to the Placing.
The Bookbuild has opened and will be closed at the discretion of
Canaccord (in consultation with the Company). A further
announcement will be made by the Company following the close of the
Bookbuilding Process detailing the number of Placing Shares to be
subscribed for by the Placees at the Issue Price (the "Placing
Results Announcement").
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with Canaccord's
consent, will not be capable of variation or revocation after the
close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Canaccord. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Issue
Price. If successful, Canaccord will re-contact and confirm orally
to Placees following the close of the Bookbuilding Process the size
of their respective allocations and a trade confirmation will be
despatched as soon as possible thereafter. Canaccord's oral
confirmation of the size of allocations and each Placee's oral
commitments to accept the same will constitute an irrevocable
legally binding agreement in favour of the Company and Canaccord
pursuant to which each such Placee will be required to accept the
number of Placing Shares allocated to the Placee at the Issue Price
and otherwise on the terms and subject to the conditions set out
herein and in accordance with the Articles. Each Placee's
allocation and commitment will be evidenced by a trade confirmation
issued by Canaccord to such Placee. The terms of this Appendix will
be deemed incorporated in that trade confirmation.
Canaccord reserves the right to scale back the number of Placing
Shares to be subscribed by any Placee, not to accept offers to
subscribe for Placing Shares or to accept such offers in part
rather than in whole. The acceptance and, if applicable, scaling
back of offers shall be at the absolute discretion of Canaccord,
after consultation with the Company.
Each Placee's obligations will be owed to the Company and to
Canaccord. Following the oral confirmation referred to above, each
Placee will also have an immediate, separate, irrevocable and
binding obligation, owed to the Company and Canaccord, as agent of
the Company, to pay to Canaccord (or as Canaccord may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares allocated to such Placee. Irrespective
of the time at which a Placee's allocation pursuant to the Placing
is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same
time, on the basis explained below under "Registration and
Settlement".
To the fullest extent permissible by law, neither Canaccord nor
any Canaccord Affiliate, nor any person acting on their behalf
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
Canaccord, any Canaccord Affiliate nor any person acting on their
behalf shall have any liability (including, to the extent legally
permissible, any fiduciary duties), in respect of its conduct of
the Bookbuilding Process or of such alternative method of effecting
the Placing as Canaccord may determine.
All obligations of Canaccord under the Placing will be subject
to fulfilment or waiver of the conditions referred to in this
Announcement (including without limitation those referred to below
under "Conditions of the Placing") and the Placing Agreement not
having been terminated in accordance with its terms. By
participating in the Placing, each Placee agrees that its rights
and obligations in respect of the Placing will terminate only in
the circumstances described below and will not be capable of
rescission or termination by the Placee.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of Canaccord under the Placing Agreement are
conditional, among other things, upon:
(a) the performance by the Company of its obligations under the
Placing Agreement to the extent that they fall to be performed
prior to Admission;
(b) the warranties on the part of the Company contained in the
Placing Agreement being true and accurate on and as of the date of
the Placing Agreement and on Admission;
(c) the Company having provided evidence satisfactory to
Canaccord that it has received in cleared funds the proceeds of the
Subscription by no later than 12.00 p.m. on the Business Day prior
to Admission ;
(d) the obligations of Canaccord not having been terminated
pursuant to the Placing Agreement and the Placing Agreement
otherwise becoming unconditional; and
(e) Admission of the Placing Shares occurring not later than
8.00 a.m. on 24 May 2023 or such later time and/or date as
Canaccord and the Company may agree (but in any event not later
than 8.00 a.m. on 2 June 2023).
If (a) any of the Conditions of the Placing Agreement are not
fulfilled or to the extent permitted under the Placing Agreement
waived by Canaccord; or (b) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof.
Canaccord, in its absolute discretion and upon such terms as it
thinks fit, waive fulfilment of all or any of the conditions in the
Placing Agreement in whole or in part, or extend the time provided
for fulfilment of one or more conditions, save that certain
conditions including the condition relating to Admission may not be
waived. Any such extension or waiver will not affect Placees'
commitments as set out in this Appendix.
None of Canaccord, any Canaccord Affiliate, the Company, nor any
subsidiary of the Company, nor any branch, affiliate or associated
undertaking of any such company nor any of their respective
directors, officers and employees (each a "Pantheon Affiliate")
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the
Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that
Canaccord's rights and obligations in respect of the Placing
terminate, inter alia, in the circumstances described below under
"Right to terminate under the Placing Agreement".
Right to terminate under the Placing Agreement
Canaccord has the right to terminate the Placing Agreement in
certain circumstances prior to Admission, in particular, in the
event that:
1. any of the warranties given in the Placing Agreement are not
true and accurate when given at the date of the Placing Agreement
or would not be true and accurate when repeated, which Canaccord
considers to be material in the context of the Placing;
2. the Company has failed to comply, in any material respect,
with its obligations under the Placing Agreement, or with the
requirements of any applicable laws or regulations (including MAR
and the AIM Rules) in relation to the Placing;
3. there has been any adverse change in, or any development
reasonably likely to involve a prospective adverse change in, or
affecting, the condition (financial, operational, legal or
otherwise), earnings, business, management, properties, assets,
rights or results of operations which is material in the context of
the Company, taken as a whole; or
4. there has been a general moratorium on commercial banking
activities in the United Kingdom, a change or the introduction of
any law, regulation or policy which in Canaccord's reasonable
opinion is likely to materially and adversely affect the market's
position or prospects of the Company taken as a whole or any other
crisis of international or national effect or any change in any
currency exchange rates or controls or in any financial, political,
economic or market conditions or in market sentiment which, in any
such case, in Canaccord's reasonable opinion is materially
adverse.
By participating in the Placing, each Placee agrees with
Canaccord that the exercise by Canaccord of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of Canaccord and that Canaccord
need not make any reference to the Placees in this regard and that,
to the fullest extent permitted by law, neither the Company,
Canaccord, any Canaccord Affiliate nor any Pantheon Affiliate shall
have any liability whatsoever to the Placees in connection with any
such exercise or failure to so exercise.
No Admission Document or Prospectus
No admission document, offering document or prospectus has been
or will be prepared in relation to the Placing and no such
prospectus is required (in accordance with the Prospectus
Regulation) to be published or submitted to be approved by the FCA
and Placees' commitments will be made solely on the basis of the
information contained in this Announcement and in any Exchange
Information.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement is exclusively the
responsibility of the Company and confirms to Canaccord and the
Company that it has not relied on any information, representation,
warranty or statement made by or on behalf of Canaccord (other than
the amount of the relevant Placing participation in the oral
confirmation given to Placees and the trade confirmation referred
to below), any Canaccord Affiliate, any persons acting on its or
their behalf or the Company or any Pantheon Affiliate and none of
Canaccord, any Canaccord Affiliate, any persons acting on their
behalf, the Company, any Pantheon Affiliate nor any persons acting
on their behalf will be liable for the decision of any Placee to
participate in the Placing based on any other information,
representation, warranty or statement which the Placee may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with Canaccord for
itself and as agent for the Company that, except in relation to the
information contained in this Announcement, it has relied on its
own investigation of the business, financial or other position of
the Company in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person
for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the CREST system, using the
delivery versus payment mechanism, subject to certain exceptions.
Canaccord reserves the right to require settlement for and delivery
of the Placing Shares to Placees by such other means as Canaccord
may deem necessary, including, without limitation, if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
The expected timetable for settlement will be as follows:
Trade Date 17 May 2023
Settlement Date 24 May 2023
ISIN Code GB00B125SX82
SEDOL B125SX8
Deadline for input instruction 22 May 2023
into CREST
CREST ID for Canaccord 805
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Issue Price, the aggregate amount owed by such Placee
(in pounds sterling) to Canaccord and settlement instructions.
Placees should settle against the Canaccord CREST ID shown above.
It is expected that such trade confirmation will be despatched on
the expected trade date shown above. Each Placee agrees that it
will do all things necessary to ensure that delivery and payment is
completed in accordance with either the standing CREST or
certificated settlement instructions which it has in place with
Canaccord.
It is expected that settlement will take place on the Settlement
Date shown above on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation unless
otherwise notified by Canaccord.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
HSBC Bank Plc.
Each Placee is deemed to agree that if it does not comply with
these obligations, Canaccord may sell any or all of the Placing
Shares allocated to the Placee on such Placee's behalf and retain
from the proceeds, for the Company's own account and profit, an
amount equal to the aggregate amount owed by the Placee plus any
interest due. The Placee will, however, remain liable for any
shortfall below the aggregate amount owed by such Placee and it may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the
sale of such Placing Shares on such Placee's behalf and shall
indemnify Canaccord and the Company on demand in respect of any
such amounts.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to any levy, stamp duty or stamp
duty reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, neither Canaccord nor the Company
shall be responsible for the payment thereof. Placees will not be
entitled to receive any fee or commission in connection with the
Placing.
Representations, warranties and further terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing and the issue of
the Placing Shares will be governed by the terms of this
Announcement (including this Appendix);
2. acknowledges that no prospectus, admission document or
offering document has been or will be prepared in connection with
the Placing and it has not received and will not receive a
prospectus or other offering document in connection with the
Bookbuilding Process, the Placing or the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, Canaccord, Canaccord Affiliates and Pantheon
Affiliates and any person acting on their behalf from any and all
costs, losses, claims, liabilities and expenses (including legal
fees and expenses) arising out of or in connection with any breach
of the representations, warranties, acknowledgements, agreements
and undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Placing;
4. acknowledges that the Placing Shares will be admitted to
trading on AIM and the Company is therefore required to publish and
has published certain business and financial information in
accordance with the AIM Rules and MAR and other applicable laws and
regulations (the "Exchange Information"), which includes the
Company's announcements and circulars published in the past 12
months, and that the Placee is able to obtain or access this
Exchange Information, without undue difficulty, and is aware of the
contents of the Exchange Information;
5. acknowledges that its obligations are irrevocable and legally
binding and shall not be capable of rescission or termination by it
in any circumstances;
6. agrees that it has no rights against Canaccord or the
Company, or any of their respective officers, directors or
employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999 and that the exercise by
Canaccord of any right of termination or other discretion under the
Placing Agreement shall be within the absolute discretion of
Canaccord and that Canaccord need not make any reference to the
Placees in this regard and that, to the fullest extent permitted by
law, neither the Company, Canaccord, any Canaccord Affiliate nor
any Pantheon Affiliate shall have any liability whatsoever to the
Placees in connection with any such exercise or failure to so
exercise;
7. acknowledges that none of Canaccord, any Canaccord Affiliate
or any person acting on their behalf has provided, and will not
provide, it with any material or information regarding the Placing
Shares or the Company; nor has it requested any of Canaccord, nor
any Canaccord Affiliate nor any person acting on their behalf to
provide it with any such material or information;
8. acknowledges that (i) none of Canaccord or any Canaccord
Affiliate or any person acting on behalf of any of them is making
any recommendations to it, advising it regarding the suitability of
any transactions it may enter into in connection with the Placing
and that participation in the Placing is on the basis that it is
not and will not be a client of Canaccord and that Canaccord does
not have any duties or responsibilities to it (or any person acting
on behalf of a Placee) for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, agreements,
undertakings or indemnities contained in the Placing Agreement nor
for the exercise or performance of any of its rights and
obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right, and (ii) neither it
nor, as the case may be, its clients expect Canaccord to have any
duties or responsibilities to it similar or comparable to the
duties of "best execution" and "suitability" imposed by the Conduct
of Business Sourcebook contained in the FCA's Handbook of Rules and
Guidance, and that Canaccord is not acting for it or its clients,
and that Canaccord will not be responsible to any person other than
the Company for providing protections afforded to its clients;
9. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of
Canaccord, nor any Canaccord Affiliate nor any person acting on
their behalf will be responsible for or shall have any liability
for any information, representation or statement relating to the
Company contained in this Announcement or any information
previously published by or on behalf of the Company and none of
Canaccord, nor any Canaccord Affiliate nor any person acting on
their behalf will be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise. Each
Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such
Placee has relied in committing to subscribe for the Placing Shares
is contained in this Announcement and the Exchange Information,
such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares, and that it
has relied on its own investigation with respect to the Placing
Shares and the Company in connection with its decision to subscribe
for the Placing Shares and acknowledges that it is not relying on
any other information whatsoever and in particular it is not
relying on any investigation that Canaccord, any Canaccord
Affiliate or any person acting on their behalf may have conducted
with respect to the Placing Shares or the Company and none of such
persons has made any representations to it, express or implied,
with respect thereto;
10. acknowledges: (i) it has sufficient knowledge and experience
in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares; (ii) that it is experienced in investing in
securities of this nature and is aware that it may be required to
bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing; (iii) it
has had sufficient time to consider and conduct its own
investigation in connection with its subscription for the Placing
Shares, including all tax, legal and other economic considerations;
and (iv) it has relied upon its own examination of, and due
diligence on, the Company, and the terms of the Placing, including
the merits and risks involved;
11. unless paragraph 12 applies, represents and warrants that it
has neither received nor relied on any inside information for the
purposes of MAR and section 56 of the Criminal Justice Act 1993
("CJA") in relation to the Company or its participation in the
Placing;
12. it acknowledges and agrees that, if it has received any
inside information (for the purpose of MAR and section 56 of the
CJA) in relation to the Company and its securities in advance of
the Placing, it has consented to receive inside information for the
purposes of MAR and the CJA and it acknowledges that it was an
insider or a person who has received a market sounding for the
purpose of such legislation and it confirms that it has not: (a)
dealt (or attempted to deal) in the securities of the Company (or
cancelled or amended an order in relation thereto); (b) encouraged,
recommended or induced another person to deal in the securities of
the Company (or to cancel or amend an order in relation thereto);
(c) unlawfully disclosed inside information to any person, in each
case, prior to the information being made publicly available;
13. acknowledges that it is not entitled to rely on any
information (including, without limitation, any information
contained in any management presentation given in relation to the
Placing) other than that contained in this Announcement (including
this Appendix) and in any Exchange Information and represents and
warrants that it has not relied on any representations relating to
the Placing, the Placing Shares or the Company other than the
information contained in this Announcement or in any Exchange
Information;
14. acknowledges that: it has not relied on any information
relating to the Company contained in any research reports prepared
by Canaccord or any Canaccord Affiliate or any person acting on
their behalf and understands that (i) none of Canaccord, nor any
Canaccord Affiliate nor any person acting on their behalf has or
shall have any liability for any public information relating to the
Company or otherwise or any representation; (ii) none of Canaccord,
nor any Canaccord Affiliate, nor any person acting on their behalf
has or shall have any liability for any additional information that
has otherwise been made available to such Placee, whether at the
date of publication, the date of this Announcement or otherwise;
and that (iii) none of Canaccord, nor any Canaccord Affiliate, nor
any person acting on their behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such information, whether at the date of
publication, the date of this Announcement or otherwise;
15. represents and warrants that (i) it is permitted to acquire
the Placing Shares for which it is subscribing under the laws and
regulations of all relevant jurisdictions which apply to it; (ii)
it has fully observed such laws and regulations and obtained all
such governmental and other guarantees and other consents and
authorities which may be required or necessary in connection with
its subscription for Placing Shares and its participation in the
Placing and has complied with all other necessary formalities in
connection therewith; (iii) it has all necessary capacity to commit
to participation in the Placing and to perform its obligations in
relation thereto and will honour such obligations; (iv) it has paid
any issue, transfer or other taxes due in connection with its
subscription for Placing Shares and its participation in the
Placing in any territory; and (v) it has not taken any action which
will or may result in the Company, Canaccord or any Canaccord
Affiliate or Pantheon Affiliate or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
of any territory in connection with the Placing;
16. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and are not being offered or sold
within the United States, except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act;
17. represents and warrants that it and the person(s), if any,
for whose account or benefit it is subscribing for the Placing
Shares is not subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" in the United States as
defined in Regulation S;
18. represents and warrants that it and the person(s), if any,
for whose account or benefit it is subscribing for the Placing
Shares is subscribing for the Placing Shares for investment
purposes and is not acquiring Placing Shares with a view to the
offer, sale, resale, transfer, delivery or distribution, directly
or indirectly, of any Placing Shares into the United States;
19. represents and warrants that it and the person(s), if any,
for whose account or benefit it is subscribing for Placing Shares
is, and at the time it subscribes for the Placing Shares will be
either (a) outside the United States of America and acquiring the
Placing Shares in an "offshore transaction" as defined in and
pursuant to Regulation S; or (b) if in the United States of
America, a qualified institutional buyer within the meaning of Rule
144A under the Securities Act and will have duly executed an
investor letter in the form provided to it;
20. represents and warrants that it has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted, and will not, directly or indirectly, distribute,
forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to
any persons within the United States of America;
21. represents and warrants that it will not distribute any
document relating to the Placing Shares and it will be acquiring
the Placing Shares for its own account as principal or for a
discretionary account or accounts (as to which it has the authority
to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement
with any person to sell, pledge, transfer or grant a participation
therein to such person or any third person with respect of any
Placing Shares;
22. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act;
23. represents and warrants that, where it is resident in
Australia, it is a person who it is lawful to offer the shares to
be issued under the Placing without disclosure under Chapter 6D of
the Australian Corporations Act (including those who are
"sophisticated investors" as set out in section 708(8) of the
Australian Corporations Act or who are "professional investors" as
set out in section 708(11) of the Australian Corporations Act), and
it acknowledges that no document is being lodged with ASIC;
24. represents and warrants that, where it is resident in
Singapore, it is: (a) an "institutional investor" (as defined in
section 4A(1)(c) of Securities and Futures Act 2001 of Singapore
(the "SFA")); or (b) a "relevant person" (as defined in section
275(2) of the SFA); or (c) a person to whom an offer is being made,
pursuant to section 275(1A) of the SFA, in compliance with all
applicable laws, regulations and directives and that it understands
(i) pursuant to section 309B of the SFA, that the Placing Shares
are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018
of Singapore) and "Excluded Investment Products" (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment
Products); and (ii) there are on-sale restrictions in Singapore
that may be applicable to investors who acquire Placing Shares. As
such, investors are advised to consider carefully whether the
investment is suitable for them and seek independent professional
advice to acquaint themselves with the SFA provisions relating to
resale restrictions in Singapore and comply accordingly;
.
25. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation, the Placing Shares purchased by it in the
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the European Economic Area which
has implemented the Prospectus Regulation other than "qualified
investors" as defined in Article 2(e) of the Prospectus Regulation;
or persons in the United Kingdom other than "qualified investors"
as defined in Article 2(e) of the Prospectus Regulation; or in
circumstances in which the prior consent of Canaccord has been
given to such an offer or resale;
26. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares: (i) to the public in any
member state of the European Economic Area or (ii) to the public in
the United Kingdom, except (in each case) in circumstances falling
within Article 1(4) of the Prospectus Regulation which do not
result in any requirement for the publication of a prospectus
pursuant to Article 3 of the Prospectus Regulation;
27. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA and it acknowledges and agrees that
this Announcement has not been approved by Canaccord in its
capacity as an authorised person under section 21 of FSMA and it
may not therefore be subject to the controls which would apply if
it was made or approved as financial promotion by an authorised
person;
28. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
29. represents and warrants: (i) that it has complied, and will
comply, with its obligations under the laws and regulations of all
relevant jurisdictions which apply to it (including, where
applicable, the CJA and MAR, the Criminal Justice Act 1988, the
Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act
2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism
Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, as amended and the Senior Management
Arrangements, Systems and Controls (SYSC) Sourcebook of the FCA)
and, to the extent applicable, any subordinate legislation and
related or similar rules, regulations of any body having
jurisdiction in respect thereof (and, if it is making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party); and (ii) that it is not a person: (a) with whom
transactions are prohibited under the Foreign Corrupt Practices Act
1977 or any economic sanction programmes administered by, or
regulations promulgated by, the Office of Foreign Assets Control of
the U.S. Department of the Treasury; (b) named on the Consolidated
List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom, the U.S. Commerce Department Bureau of Industry
and Security Denied Persons List, Entity List or Unverified List,
the U.S. Treasury Department Office of Foreign Asset Controls
Specially Designated National and Blocked Persons List or the U.S.
State Department Directorate of Defense Trade Controls Debarred
Parties List; or (c) subject to financial sanctions imposed
pursuant to a regulation of the European Union or a regulation
adopted by the United Nations ((i) and (ii), together, the
"Regulations");
30. if in the United Kingdom, represents and warrants that: (a)
it is a person having professional experience in matters relating
to investments who falls within the definition of "investment
professionals" in Article 19(5) of the FPO, or (b) it is a person
who falls within Article 49(2) (a) to (d) ("High Net Worth
Companies, Unincorporated Associations etc") of the FPO, and (c) it
is a qualified investor as defined in Article 2(e) of the
Prospectus Regulation, acting as principal or in circumstances to
which section 86(2) of FSMA applies, and (d) it is person to whom
this Announcement may otherwise lawfully be communicated;
31. represents and warrants that its participation in the
Placing would not give rise to an offer being required to be made
by it or any person with whom it is acting in concert pursuant to
Rule 9 of the City Code on Takeovers and Mergers;
32. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement and with any trade confirmation sent by Canaccord
(or on its behalf) to it in respect of its allocation of Placing
Shares and its participation in the Placing on the due time and
date set out therein (or as otherwise notified by Canaccord)
against delivery of such Placing Shares to it, failing which the
relevant Placing Shares may be placed with other Placees or sold as
Canaccord may, in its absolute discretion, determine and it will
remain liable for any shortfall below the net proceeds of such sale
and the placing proceeds of such Placing Shares and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf and shall indemnify on an
after-tax basis and hold harmless the Company and Canaccord in the
event that any of the Company or any Pantheon Affiliate or
Canaccord or any Canaccord Affiliate has incurred any such
liability to stamp duty or stamp duty reserve tax;
33. acknowledges that none of Canaccord, nor any Canaccord
Affiliate nor any person acting on their behalf is making any
recommendations to it or advising it regarding the suitability or
merits of any transaction it may enter into in connection with the
Placing, and acknowledges that none of Canaccord, nor any Canaccord
Affiliate nor any person acting on their behalf has any duties or
responsibilities to it for providing advice in relation to the
Placing or in respect of any representations, warranties,
undertakings or indemnities contained in the Placing Agreement or
for the exercise or performance of any of Canaccord's rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
34. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) neither
Canaccord nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement and (iii) the Placee and any person acting
on its behalf agrees to acquire the Placing Shares on the basis
that the Placing Shares will be allotted to the CREST stock account
of Canaccord which will hold them as settlement agent as nominee
for the Placee until settlement in accordance with its standing
settlement instructions with payment for the Placing Shares being
made simultaneously upon receipt of the Placing Shares in the
Placee's stock account on a delivery versus payment basis;
35. acknowledges that it irrevocably appoints any director of
Canaccord as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf
necessary to enable the Placing Shares allocated to it and agreed
to be taken up by it under the Placing to be credited to the CREST
stock account it has specified or for it to be registered as the
holder of any of the Placing Shares allocated to it and agreed to
be taken up by it under the Placing;
36. represents and warrants that it is not a resident of Canada,
Japan, New Zealand, Russia or the Republic of South Africa and
acknowledges that the Placing Shares have not been and will not be
registered nor will a prospectus be approved, registered or
published in respect of the Placing Shares under the securities
legislation of any Restricted Jurisdiction and, subject to certain
exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any
Restricted Jurisdiction;
37. represents and warrants that any person who confirms to
Canaccord on behalf of a Placee an agreement to subscribe for
Placing Shares and/or who authorises Canaccord to notify the
Placee's name to the Company's registrar, has authority to do so on
behalf of the Placee;
38. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Canaccord will be
responsible. If this is the case, the Placee should take its own
advice and notify Canaccord accordingly;
39. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with Canaccord, any money held in
an account with Canaccord on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA
and that the money will not be subject to the protections conferred
by the client money rules; as a consequence, this money will not be
segregated in accordance with the client money rules and will be
used by Canaccord in the course of its business; and the Placee
will rank only as a general creditor of Canaccord (as the case may
be);
40. acknowledges and agrees that in order to ensure compliance
with the Regulations, Canaccord (for itself and as agent on behalf
of the Company) or the Company's registrars may, in their absolute
discretion, require verification of its identity. Pending the
provision to Canaccord or the Company's registrars, as applicable,
of evidence of identity, definitive certificates in respect of the
Placing Shares may be retained at Canaccord's absolute discretion
or, where appropriate, delivery of the Placing Shares to it in
uncertificated form may be delayed at Canaccord's or the Company's
registrars', as the case may be, absolute discretion. If within a
reasonable time after a request for verification of identity
Canaccord (for itself and as agent on behalf of the Company) or the
Company's registrars have not received evidence satisfactory to
them, Canaccord and/or the Company may, at its absolute discretion,
terminate its commitment in respect of the Placing, in which event
the monies payable on acceptance of allotment will, if already
paid, be returned without interest to the account of the drawee's
bank from which they were originally debited;
41. acknowledges that the basis of allocation will be determined
by Canaccord and the Company at their absolute discretion and that
the right is reserved to reject in whole or in part and/or scale
back any participation in the Placing;
42. irrevocably authorises the Company and Canaccord to produce
this Announcement pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or
legal proceeding or official inquiry with respect to the matters
set forth herein;
43. acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms and conditions set out herein will
continue notwithstanding any amendment that may in future be made
to the terms of the Placing and that Placees will have no right to
be consulted or require that their consent be obtained with respect
to the Company's or Canaccord's conduct of the Placing;
44. acknowledges and agrees that time is of the essence as
regards its obligations under this Appendix;
45. acknowledges and agrees that any document that is to be sent
to it in connection with the Placing will be sent at its risk and
may be sent to it at any address provided by it to Canaccord;
46. acknowledges and agrees that it will be bound by the terms
of the Articles and that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the
interest in its Ordinary Shares in accordance with the requirements
of Chapter 5 of the Disclosure Guidance and Transparency Rules of
the FCA ;
47. acknowledges and agrees that these terms and conditions in
this Appendix and all documents into which this Appendix is
incorporated by reference or otherwise validly forms a part and/or
any agreements entered into pursuant to these terms and conditions
and all agreements to acquire Placing Shares pursuant to the
Placing and any non-contractual obligations arising out of or in
connection with such agreements will be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the courts of England and
Wales in relation to any claim, dispute or matter arising out of or
in connection with any such agreements and any non-contractual
obligations arising out of or in connection with such agreements,
except that enforcement proceedings in respect of the obligation to
make payment for the Placing Shares (together with any interest
chargeable thereon) may be taken by the Company or Canaccord in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange; and
48. acknowledges and understands that the Company, Canaccord,
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, agreements, undertakings and
acknowledgements.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and Canaccord (for their own benefit and, where relevant, the
benefit of any Canaccord Affiliate or Pantheon Affiliate and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, Canaccord, any
Canaccord Affiliate, any Pantheon Affiliate, or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, loss, charge or expense which it may suffer or incur
by reason of or arising from or in connection with the performance
of its obligations hereunder or otherwise howsoever in connection
with the Placing or Admission, to the extent permitted under
English law.
No UK stamp duty or stamp duty reserve tax should be payable to
the extent that the Placing Shares are issued or transferred (as
the case may be) into CREST to, or to the nominee of, a Placee who
holds those shares beneficially (and not as agent or nominee for
any other person) within the CREST system and registered in the
name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which neither the Company nor Canaccord will be
responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing
as an agent or nominee) the allocation, allotment, issue or
delivery of Placing Shares has given rise to such stamp duty or
stamp duty reserve tax undertakes to pay such stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis
and to hold harmless the Company and Canaccord in the event that
any of the Company or any Pantheon Affiliate or Canaccord or any
Canaccord Affiliate has incurred any such liability to stamp duty
or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside the UK by them or any other person on the
acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.
References to time in this Announcement are to London time,
unless otherwise stated. All times and dates in this Announcement
may be subject to amendment. Canaccord shall notify the Placees and
any person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of the Placee,
acknowledges and agrees that Canaccord or any Canaccord Affiliate
may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placing Shares.
The rights and remedies of Canaccord and the Company under these
terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise
or partial exercise or partial exercise of one will not prevent the
exercise of others.
Each Placee may be asked to disclose in writing or orally to
Canaccord and, if so, undertakes to provide:
(a) if he is an individual, his nationality;
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned; and
(c) such other "know your client" information as Canaccord may
reasonably request (including, in order to ensure compliance with
the Regulations).
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 provisions of this Appendix may be waived, varied or
modified as regards specific Placees or on a general basis by
Canaccord.
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
Admission admission of the New Ordinary Shares
of the Company to trading on AIM becoming
effective in accordance with Rule 29
of the AIM Rules
AIM the market of that name operated by the
London Stock Exchange
----------------------------------------------------
AIM Rules the AIM Rules for Companies and the AIM
Rules for Nominated Advisers
----------------------------------------------------
AIM Rules for Companies the rules for companies whose securities
are admitted to trading on AIM published
by the London Stock Exchange as amended
from time to time
----------------------------------------------------
AIM Rules for Nominated Advisers the rules for nominated advisers to companies
whose securities are admitted to trading
on AIM published by the London Stock
Exchange as amended from time to time
----------------------------------------------------
Announcement this announcement, including the Appendix
----------------------------------------------------
Articles the articles of association of the Company
from time to time
----------------------------------------------------
Board the board of directors of the Company
from time to time
----------------------------------------------------
Bookbuilding Process the accelerated bookbuild process run
by Canaccord to determine demand for
participation in the Placing by potential
Placees at the Issue Price
----------------------------------------------------
CA 2006 the Companies Act 2006, as amended
----------------------------------------------------
Canaccord Canaccord Genuity Limited, the Company's
nominated adviser and broker
----------------------------------------------------
Canaccord Affiliate any subsidiary of Canaccord, any branch
or associated undertaking of Canaccord,
any entity controlled by Canaccord (control
for these purposes meaning the power
to direct or cause the direction of the
management, policies or activities of
a person, whether through the ownership
of securities, by contract or agency
or otherwise) or any of their respective
directors, officers, employees, agents
or advisers
----------------------------------------------------
City Code the City Code on Takeovers and Mergers
----------------------------------------------------
CJA the Criminal Justice Act 1993
----------------------------------------------------
Company or Pantheon Pantheon Resources plc, incorporated
and registered in England and Wales (with
registration number 05385506), whose
registered office is at 6th Floor 60
Gracechurch Street, London, United Kingdom,
EC3V 0HR
----------------------------------------------------
Convertible Bond the US$55 million convertible bonds due
2026 in the capital of the Company, a
summary of certain of the key terms of
which were announced on 7 December 2021
----------------------------------------------------
CREST the computerised settlement system (as
defined in the CREST Regulations) operated
by Euroclear which facilitates the holding
and transfer of title to shares in uncertificated
form
----------------------------------------------------
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755) and any
modification thereof or any regulations
in substitution thereof for the time
being in force
----------------------------------------------------
Directors the directors of the Company as at the
date of this Announcement
----------------------------------------------------
Euroclear Euroclear UK & International Limited,
a company incorporated in England and
Wales and the operator of CREST
----------------------------------------------------
EUWA the European Union (Withdrawal) Act 2018,
as amended
----------------------------------------------------
Existing Ordinary Shares the 787,855,052 Ordinary Shares in issue
at the date of this Announcement
----------------------------------------------------
FCA the Financial Conduct Authority of the
United Kingdom
----------------------------------------------------
FPO the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005
----------------------------------------------------
FSMA the Financial Services and Markets Act
2000, as amended
----------------------------------------------------
Fundraise the Placing and the Subscription
----------------------------------------------------
Group the Company and its subsidiaries from
time to time
----------------------------------------------------
Issue Price 17 pence per New Ordinary Share
----------------------------------------------------
London Stock Exchange London Stock Exchange plc
----------------------------------------------------
MAR the Market Abuse Regulation (EU) No 596/2014
(as it forms part of UK domestic law
by virtue of the EUWA)
----------------------------------------------------
New Ordinary Shares the Placing Shares, the Subscription
Shares and the Retail Offer Shares
----------------------------------------------------
Ordinary Shares ordinary shares of 1 pence each in the
capital of the Company
----------------------------------------------------
Pantheon Affiliate the Company, any subsidiary of the Company,
any branch, affiliate or associated undertaking
of any such company and any of their
respective directors, officers and employees
----------------------------------------------------
Placees subscribers for Placing Shares pursuant
to the Bookbuilding Process
----------------------------------------------------
Placing the proposed placing to institutional
investors of new Ordinary Shares by Canaccord
on behalf of the Company pursuant to
the Bookbuilding Process
----------------------------------------------------
Placing Agreement the agreement dated 16 May 2023 between
the Company and Canaccord relating to
the Placing
----------------------------------------------------
Placing Shares the number of new Ordinary Shares to
be issued by the Company at the Issue
Price pursuant to the Placing with the
actual number set out in the Placing
Results Announcement
----------------------------------------------------
Prospectus Regulation (i) EU Prospectus Regulation 2017/1129
and includes any relevant implementing
directive measure in any member state;
or (ii) EU Prospectus Regulation 2017/1129,
as it forms part of domestic UK law pursuant
to the EUWA (as the context requires)
----------------------------------------------------
Qualified Investors persons falling within the meaning of
Article 2(e) of the Prospectus Regulation
----------------------------------------------------
Regulatory Information Service has the same meaning as in the AIM Rules
----------------------------------------------------
Restricted Jurisdiction each and any of the United States of
America, Australia, Canada, Japan, New
Zealand, Russia and the Republic of South
Africa
----------------------------------------------------
Securities Act the US Securities Act of 1933, as amended
----------------------------------------------------
Shareholders or member holders of Existing Ordinary Shares in
the Company
----------------------------------------------------
Subscribers subscribers for the Subscription Shares
----------------------------------------------------
Subscription the proposed subscription by certain
individuals and institutions of new Ordinary
Shares arranged by the Company pursuant
to the Subscription Agreements
----------------------------------------------------
Subscription Agreements the agreements between the Company and
the Subscribers relating to the Subscription
----------------------------------------------------
Subscription Shares new Ordinary Shares to be issued by the
Company at the Issue Price pursuant to
the Subscription
----------------------------------------------------
Subsidiary and subsidiary have the meanings given to them by CA
undertaking 2006
----------------------------------------------------
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
----------------------------------------------------
uncertificated or in uncertificated recorded on the relevant register of
form the share or security concerned as being
held in uncertificated form in CREST
and title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST
----------------------------------------------------
US or United States the United States of America, its territories
and possessions, any state of the United
States of America and the district of
Columbia and all other areas subject
to its jurisdiction
----------------------------------------------------
Unless otherwise indicated, all references in this Announcement
to "GBP", "GBP", "pounds sterling", "pounds", "sterling", "pence"
or "p" are to the lawful currency of the United Kingdom and all
references to "$", "US$", "USD" or "US dollars" are to the lawful
currency of the United States.
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END
IOENKABPPBKDPPD
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May 16, 2023 11:59 ET (15:59 GMT)
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