TIDMPANR
RNS Number : 6253Z
Pantheon Resources PLC
16 May 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, 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 IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT
ITSELF CONSTITUTE OR FORM PART OF ANY 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 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 (THE "EUWA").
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021).
16 May 2023
Pantheon Resources plc
PrimaryBid Offer
Pantheon Resources plc ("Pantheon" or the "Company") (LON:
PANR), the AIM-quoted oil and gas company, is pleased to announce a
conditional offer for subscription of new ordinary shares of 1
pence each in the capital of the Company ("Retail Shares") via
PrimaryBid, the FCA-regulated capital markets technology platform
(the "PrimaryBid Offer") at an issue price of 17 pence per new
Retail Share (the "Issue Price").
The Company is also conducting a placing of new ordinary shares
at the Issue Price by way of an accelerated bookbuilding process
(the "Placing") as announced earlier today. In addition, certain
investors and all of the directors of the Company will also be
subscribing for new ordinary shares at the Issue Price directly
with the Company (the "Subscription", together with the Primary Bid
Offer and the Placing, the "Fundraise").
The Fundraise is conditional on the ordinary shares to be issued
pursuant to the Fundraise being admitted to trading on AIM
("Admission"). Admission is expected to take place at 8.00 a.m. on
24 May 2023. The PrimaryBid Offer will not be completed without the
Placing also being completed.
It is a term of the PrimaryBid Offer that the aggregate value of
the Retail Shares available for subscription at the Issue Price
does not exceed GBP2million.
The Company will use the funds raised in the Fundraise
principally to fund the flow testing of the Shelf Margin Deltaic
horizon from the Alkaid #2 wellbore, finance Independent Expert
Reports from Netherland Sewell and Associates Inc. on the Company's
Theta West and Alkaid acreage, complete the purchase of additional
Alaskan North Slope acreage, and provide general working capital
for the Company and its Subsidiaries.
Reason for the PrimaryBid Offer
While the Placing has been structured as a non-pre-emptive offer
so as to minimise cost and time to completion, the Company values
its retail investor base and is therefore pleased to provide retail
investors with the opportunity to participate in the PrimaryBid
Offer.
Existing shareholders and new investors can access the
PrimaryBid Offer through PrimaryBid's website and on PrimaryBid's
app . Investors may also be able to take part through PrimaryBid's
extensive partner network of investment platforms, retail brokers
and wealth managers, subject to their participation. Applications
for Retail Shares through these partners can be made from tax
efficient savings vehicles such as ISAs or SIPPs, as well as GIAs.
The PrimaryBid app is available on the UK Apple App Store and
Google Play Store.
After consideration of the various options available to it, the
Company believes that the separate PrimaryBid Offer, which will
give retail investors the opportunity to participate in the
Fundraise alongside the Placing and the Subscription, is in the
best interests of shareholders, as well as wider stakeholders in
the Company.
The PrimaryBid Offer will open to investors resident and
physically located in the United Kingdom following the release of
this Announcement. The PrimaryBid Offer is expected to close at the
same time as the Placing and may close early if it is
oversubscribed.
There is a minimum subscription amount of GBP250 per investor in
the PrimaryBid Offer.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
Investors who apply for Retail Shares through PrimaryBid's
website or PrimaryBid's app will not be charged any fee or
commission by PrimaryBid. It is vital to note that once an
application for Retail Shares has been made and accepted via
PrimaryBid, an application cannot be withdrawn.
Investors wishing to apply for Retail Shares through their
investment platform, retail broker or wealth manager using their
ISA, SIPP or GIA should contact them for details of the process and
any relevant fees or charges.
The Retail Shares to be issued pursuant to the PrimaryBid Offer
will be issued free of all liens, charges and encumbrances and
will, when issued and fully paid, rank pari passu in all respects
with the new ordinary shares to be issued pursuant to the Placing,
the Subscription and the Company's existing ordinary shares.
For further information on PrimaryBid or the PrimaryBid Offer
visit PrimaryBid.com or email PrimaryBid at
enquiries@primarybid.com . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application
and payment for Retail Shares, are available to all persons who
register with PrimaryBid.
Brokers wishing to offer their customers access to the
PrimaryBid Offer and future PrimaryBid transactions, should contact
partners@primarybid.com .
Enquiries
Pantheon Resources plc
Jay Cheatham, CEO
Justin Hondris, Director, Finance and Corporate
Development +44 20 7484 5361
PrimaryBid Limited enquiries@primarybid.com
Gilles Ohana/James Deal
Important notices
The PrimaryBid Offer is offered under the exemptions from the
need for a prospectus allowed under the FCA's Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority (as competent authority
under Regulation (EU) 2017/1129) as it forms part of UK domestic
law pursuant to the EUWA. The PrimaryBid Offer is not being made
into any jurisdiction outside of the United Kingdom.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for new ordinary shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com and
the PrimaryBid app before making a decision to subscribe for Retail
Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the
Retail Shares if they are in any doubt.
This announcement and the information contained herein, is
restricted and is not for publication, release or distribution,
directly or indirectly, in whole or in part, in or into the United
States, Australia, Canada, Japan, New Zealand, Russia or the
Republic of South Africa or any other jurisdiction in which such
publication, release or distribution would be unlawful. Further,
this announcement is for information purposes only and no public
offering of the new ordinary shares is being made in any
jurisdiction.
The distribution of this announcement and/or the PrimaryBid
Offer and/or the issue of the Retail Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or any of its affiliates, agents, directors, officers
or employees that would permit an offer of the Retail Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such Retail Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about and to observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The securities referred to in this announcement have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act") or with any securities
regulatory authority of any state or jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Retail 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. Neither the United States
Securities and Exchange Commission nor any securities regulatory
authority of any state or other jurisdiction of the United States
has approved or disapproved of an investment in the securities or
passed upon or endorsed the merits of the Fundraise or the accuracy
or adequacy of the contents of this announcement. Any
representation to the contrary is a criminal offence in the United
States. No public offering of the Retail Shares is being made in
the United States.
This announcement may contain "forward-looking statements" with
respect to certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company,
including amongst other things, risks associated with the oil and
gas industry in general (e.g. operational risks in exploration,
development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the
availability of services or equipment, commodity price
fluctuations, changes in legislation impacting the oil and gas
industry, adverse weather conditions and uncertainties resulting
from potential delays or changes in plans with respect to
exploration or development projects or capital expenditures, United
Kingdom domestic and global economic business conditions,
market-related risks such as fluctuations in interest rates and
exchange rates, the policies and actions of governmental and
regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect
of tax and other legislation and other regulations in the
jurisdictions in which the Company and its respective affiliates
operate, the effect of volatility in the equity, capital and credit
markets on the Company's profitability and ability to access
capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel.
As a result, the actual future financial condition, performance
and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made.
Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any changes in the Company's
expectations with regard thereto or any changes in events,
conditions or circumstances on which any such statement is
based.
This announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Retail Shares. The price of
shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon
disposal of the shares. Past performance is no guide to future
performance, and persons needing advice should consult an
independent financial adviser.
The Retail Shares will not be admitted to trading on any stock
exchange, other than the AIM market operated by London Stock
Exchange plc.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Persons (including, without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward
a copy of this announcement should seek appropriate advice before
taking any action.
END
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END
MSCQQLFFXELBBBL
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May 16, 2023 12:08 ET (16:08 GMT)
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