TIDMPANR
RNS Number : 9354F
Pantheon Resources PLC
19 November 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND
OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE
PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY. THIS
ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION
REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION
.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL
FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER
OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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
("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY (FRN 779021).
FOR IMMEDIATE RELEASE
19 November 2020
Pantheon Resources plc
("Pantheon" or the " Company ")
Retail Offer
Pantheon Resources plc ( AIM : PANR ), the AIM-quoted oil and
gas exploration company with working interests of 89.2% - 100% in
certain projects located adjacent to transportation and pipeline
infrastructure on the Alaska North Slope, is pleased to announce,
an offer for subscription via PrimaryBid (the "Retail Offer") of
new ordinary shares of 1 p each in the Company ("Retail Shares")
.
As separately announced today, Pantheon is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the Company (the "Placing") through an accelerated
bookbuilding process (the "Bookbuild") at a price of 31 pence per
Placing Share (the "Issue Price"). The actual number of Placing
Shares will be determined at the close of the Bookbuild. As also
announced today, the Company is raising capital through separate
subscriptions with investors and certain directors of the Company
(the "Subscription" and together with the Placing the
"Fundraise").
The Retail Offer and the Fundraise are conditional on the new
ordinary shares to be issued pursuant to the Retail Offer and the
Fundraise being admitted to trading on the AIM market operated by
the London Stock Exchange ("Admission"). Admission is expected to
be take place at 8.00 a.m. on 26 November 2020 . The Retail Offer
will not be completed without the Fundraise also being
completed.
Reasons for the Retail Offer
Whilst the Fundraise has been structured as a non-pre-emptive
offer so as to minimise risk, cost and time to completion, the
Company greatly values its retail investor base.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the fundraising
alongside the Fundraise, is in the best interest of
shareholders.
The gross minimum proceeds of the Fundraise of $18.1 million are
expected to be used as follows:
$m
Talitha Well: Drill, log, sidewall core; test
SMD & Kuparuk $14.6m
General & Administration, Geology & Geophysics $ 5.0m
---------
Deal Costs $ 0.9m
=========
Existing cash (as at 31 October 2020) $ (2.4)m
=========
Minimum fundraise $18.1m
The Company has identified several areas where it will apply any
additional proceeds above the minimum, including that from the
Retail Offer, which include extended testing on the Talitha well,
participation in lease sales, and otherwise strengthening its
financial position when negotiating with farm out partners.
The detailed rationale for the Fundraise is set out in the
announcement released earlier today.
Retail Offer
The Company greatly values its retail investor base and is
therefore pleased to provide private and other investors the
opportunity to participate in the Retail Offer at the Issue Price
by applying exclusively through the www.PrimaryBid.com platform and
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The Retail Offer, via the PrimaryBid platform, is now open to
individual and institutional investors and will close at the same
time the Bookbuild is completed. The Retail Offer may close early
if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis, subject to
conditions (which are available to view on PrimaryBid.com).
The Company in consultation with PrimaryBid 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 Retail Offer without giving any reason for
such rejection.
No commission is charged to investors on applications to
participate in the Retail Offer made through 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.
For further information on PrimaryBid or the procedure for
applications under the Retail Offer, visit www.PrimaryBid.com or
call PrimaryBid.com on +44 20 3026 4750.
For the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is being made on
behalf of the Company by Jay Cheatham, CEO.
Details of the Retail Offer
It is a term of the Retail Offer that the total value of Retail
Shares available for subscription at the Placing Price does not
exceed EUR8 million equivalent. Accordingly, the Company is not
required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption
set out in section 86(1)(e) and 86(4) of the Financial Services and
Markets Act 2000. The Retail Offer is not being made into any
jurisdiction where it would be unlawful to do so and the Retail
Shares may not be offered, sold, resold or delivered, directly or
indirectly, in or into Canada, Japan, the Republic of South Africa
or any other jurisdiction in which such offer, sale, resale or
delivery would be unlawful. In particular, the Retail Offer is
being made only to persons who are, and at the time the Retail
Shares are subscribed for, will be outside the United States and
subscribing for the Retail Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). Persons
who are resident or otherwise located in the United States will not
be eligible to register for participation in the offer through
PrimaryBid or subscribe for Retail Shares.
The Retail Shares, if issued, will be fully paid and will rank
pari passu in all respects with the existing ordinary shares of the
Company, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Settlement for the Retail Shares and Admission is expected to
take place at or around 8.00 a.m. on 26 November 2020 but in any
event not later than 8.00 a.m. on 17 December 2020 . The Retail
Offer is conditional, among other things, upon Admission becoming
effective and the placing agreement entered into by the Company in
connection with the Placing not being terminated in accordance with
its terms.
For further details, please refer to www.PrimaryBid.com. The
terms and conditions on which the Retail Offer is made, including
the procedure for application and payment for the Retail Shares, is
available to all persons who register with PrimaryBid.com.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carry a number of risks. 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. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's ordinary shares if they are in any doubt.
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.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been, and
will not be, registered under the U.S. Securities Act 1933 (as
amended) and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
Enquiries:
PrimaryBid Limited
James Deal +44 (0)20 3026
Fahim Chowdhury 4750
Blytheweigh (Financial PR to the Company) +44 (0)20 7138
Tim Blythe, Megan Ray, Madeleine Gordon-Foxwell 3204
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, 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.
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END
OUPEAXFNFESEFFA
(END) Dow Jones Newswires
November 19, 2020 12:08 ET (17:08 GMT)
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