REG - Pantheon Resources - Retail Offer via PrimaryBid

Pantheon ResourcesAnnouncement

25/07/2024 17:00

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RNS Number : 9069X  Pantheon Resources PLC  25 July 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
ASSIMILATED REGULATION (EU) 596/2014 AS IT FORMS PART OF THE LAWS OF THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS
AMENDED) ("UK MAR").

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF PANTHEON RESOURCES
PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA OR JAPAN.

 

25 July 2024

 

Pantheon Resources plc

("Pantheon" or the "Company")

PrimaryBid Offer

PrimaryBid Offer

Pantheon Resources plc (LON: PANR), the AIM-quoted oil and gas company, is
pleased to announce, a conditional offer for subscription of new ordinary
shares of 1 pence each in the capital of the Company ("Retail Offer
Shares") via PrimaryBid (the "PrimaryBid Offer") at an issue price of 17
pence per Retail Offer Share (the "Issue Price"), being a discount of 14.4 per
cent to the closing price of the Company's existing ordinary shares on 24 July
2024. The Company is also conducting a placing of new ordinary shares at the
Issue Price by way of an accelerated bookbuilding process (the "Placing") as
announced earlier today. In addition, certain investors and all of the
directors of the Company will also be subscribing for new ordinary shares at
the Issue Price directly with the Company (the "Subscription" and, together
with the PrimaryBid Offer and the Placing, the "Fundraise").

The Fundraise is conditional on the new ordinary shares to be issued pursuant
to the Fundraise being admitted to trading on AIM ("Admission"). Admission is
expected to take place at 8.00 a.m. on 2 August 2024. The PrimaryBid Offer
will not be completed without the Placing also being completed.

It is a term of the PrimaryBid Offer that the aggregate value of the Retail
Offer Shares available for subscription at the Issue Price does not exceed £2
million.

The Company will use the funds raised for drilling of Megrez-1 well and
working capital and any additional funds will be applied towards extended flow
testing at Megrez-1 (in a success case), further development of the Company's
asset portfolio and general corporate purposes.

Reason for the PrimaryBid Offer

While the Placing has been structured as a non-pre-emptive offer so as to
minimise cost and time to completion, the Company values its retail investor
base and is therefore pleased to provide retail investors with the opportunity
to participate in the PrimaryBid Offer.

Existing shareholders and new investors can access the PrimaryBid Offer
through PrimaryBid's extensive partner network of investment platforms, retail
brokers and wealth managers, subject to such partners' participation. A list
of PrimaryBid's distribution partners can be found here
(https://www.primarybid.com/uk/investors-broker-list) .

Some partners may only accept applications from existing shareholders and/or
existing customers.

After consideration of the various options available to it, the Company
believes that the separate PrimaryBid Offer, which will give retail investors
the opportunity to participate in the Fundraise alongside the Placing and the
Subscription, is in the best interests of shareholders, as well as wider
stakeholders in the Company.

The PrimaryBid Offer will open to investors resident and physically located in
the United Kingdom following the release of this announcement. The PrimaryBid
Offer is expected to close at the same time as the Placing and may close early
if it is oversubscribed.

There is a minimum subscription amount of £250 per investor in the PrimaryBid
Offer.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason for such
rejection.

Investors wishing to apply for Retail Offer Shares pursuant to the PrimaryBid
Offer should contact their investment platform, retail broker or wealth
manager for details of their terms and conditions, process (including for
using their ISA, SIPP or GIA) and any relevant fees or charges.

The Retail Offer Shares to be issued pursuant to the PrimaryBid Offer will be
issued free of all liens, charges and encumbrances and will, when issued and
fully paid, rank pari passu in all respects with the new ordinary shares to
be issued pursuant to the Placing, the Subscription and the Company's existing
ordinary shares.

Brokers wishing to offer their customers access to the PrimaryBid Offer and
future PrimaryBid transactions, should contact partners@primarybid.com
(http://partners@primarybid.com) .

Enquiries

 Pantheon Resources plc                                          +44 20 7484 5361

 David Hobbs, Executive Chairman

 Jay Cheatham, CEO

 Justin Hondris, Director, Finance and Corporate Development

 PrimaryBid Limited                                              enquiries@primarybid.com

 Nick Smith/James Deal

 Canaccord Genuity Limited (Nominated Adviser)                   +44 20 7523 8000

 Henry Fitzgerald-O'Connor

 James Asensio

 Ana Ercegovic

 

Important notices

The PrimaryBid Offer is offered under the exemptions from the need for a
prospectus allowed under the FCA's Prospectus Regulation Rules. As such, there
is no need for publication of a prospectus pursuant to the Prospectus
Regulation Rules, or for approval of the same by the Financial Conduct
Authority (as competent authority under assimilated Regulation (EU) 2017/1129
as it forms part of the laws of the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (as amended)).

The PrimaryBid Offer is not being made into any jurisdiction outside of the
United Kingdom.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for new ordinary shares and investment
in the Company carries a number of risks. Investors should contact their
investment platform, retail broker or wealth manager for details of any
relevant risk warnings. Investors should take independent advice from a person
experienced in advising on investment in securities such as the Retail Offer
Shares if they are in any doubt.

This announcement and the information contained herein, is restricted and is
not for publication, release or distribution, directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa or any other jurisdiction in which
such publication, release or distribution would be unlawful. Further, this
announcement is for information purposes only and no public offering of the
new ordinary shares is being made in any jurisdiction.‎

The distribution of this announcement and/or the PrimaryBid Offer and/or the
issue of the Retail Offer Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or any of its affiliates, agents,
directors, officers or employees that would permit an offer of the PrimaryBid
Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Retail Offer Shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any ‎such jurisdiction.‎

The securities referred to in this announcement have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or
jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. Neither the United States Securities and Exchange Commission nor any
securities regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of an investment in the securities
or passed upon or endorsed the merits of the fundraise or the accuracy or
adequacy of the contents of this announcement. Any representation to the
contrary is a criminal offence in the United States. No public offering of the
Retail Offer Shares or any other securities is being made in the United
States.

This announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, risks
associated with the oil and gas industry in general (e.g. operational risks in
exploration, development and production; the uncertainty of reserve estimates;
and health, safety and environmental risks), constraint in the availability of
services or equipment, commodity price fluctuations, changes in legislation
impacting the oil and gas industry, adverse weather conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures, United Kingdom
domestic and global economic business conditions, market-related risks such as
fluctuations in interest rates and exchange rates, the policies and actions of
governmental and regulatory authorities, the effect of competition, inflation,
deflation, the timing effect and other uncertainties of future acquisitions or
combinations within relevant industries, the effect of tax and other
legislation and other regulations in the jurisdictions in which the Company
and its respective affiliates operate, the effect of volatility in the equity,
capital and credit markets on the Company's profitability and ability to
access capital and credit, a decline in the Company's credit ratings; the
effect of operational risks; and the loss of key personnel.

As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this announcement by or on behalf of the Company speak only as of the date
they are made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

This announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Retail Offer Shares. The price of shares and any income
expected from them may go down as well as up and investors may not get back
the full amount invested upon disposal of the shares. Past performance is no
guide to future performance, and persons needing advice should consult an
independent financial adviser.

The Retail Offer Shares will not be admitted to trading on any stock exchange,
other than the AIM market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
announcement should seek appropriate advice before taking any action.

 

 

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