Pantheon Resources plc Regulatory News (PANR)

25 Jan 2008 15:25

Pantheon Resources PLC25 January 2008 Pantheon Resources plc - Changes to Directorship Pantheon Resources, the AIM-listed oil and gas exploration company active in theGulf of Mexico, announces that at a Board Meeting immediately following itsAnnual General Meeting, the following changes were made to the Board. Resignation from Directorship Robert John Rosenthal has resigned from the Board of Pantheon Resourceseffective from 25 January 2008 citing pressure of commitments. He holds aninterest in 1.8 million shares in Pantheon, equivalent to an 11.87% stake in thecompany. Appointment to Board Jay Cheatham was appointed to its Board with immediate effect in addition to hisrole as Chief Executive Officer. Jay has more than 35 years' experience in all aspects of the petroleum business.He has extensive international experience in both oil and natural gas, primarilyfor ARCO. At ARCO, Jay held a series of senior appointments. These includeSenior Vice President and District Manager (ARCO eastern District) with directresponsibility for Gulf Coast US operations and exploration and President ofARCO International where he had responsibility for all exploration andproduction outside the U.S. Jay's most recent appointment has been as Presidentand CEO of Rolls-Royce Power Ventures, where he had the key responsibility forrestructuring the company. Jay also has considerable financial skills in addition to his corporate andoperational expertise. He has acted as Chief Financial Officer for ARCO's US oiland natural gas company (ARCO Oil & Gas). Moreover he has understanding of thecapital markets through his past position as CEO to the Petrogen Fund, a privateequity fund. The following information is disclosed pursuant to Schedule 2 (g) of the AIMRules: Full name: John Bishop Cheatham Age: 59 years Current Directorships: None Previous directorships / partnerships in the last five years: 2002 to present: President and CEO of Rolls-Royce Power Ventures There is no other information to disclose in accordance with Schedule 2 (g) ofthe AIM Rules. Current shareholding in Pantheon Resources: 100,000 shares Options Having taken the benefit of external advice the remuneration committeerecommended to the Board two forms of incentive for approval, which wereaccepted. The overall objective of the incentive plans, in the absence ofappropriate comparator companies, is to align fully the interests of managementand shareholders in the context of a resource-based capital growth orientedcompany. The Board, on the recommendation of the Remuneration Committee, havetherefore adopted two incentive plans which apply currently exclusively to theChief Executive. The first incentive plan provides that the Chief Executive is entitled to bemade offers of shares in the Company equivalent in value (calculated withreference to the average middle market closing price of a share in the Companyon the preceding 20 days) of up to one third of his then current salary. Oneoffer of shares is to be made at the start of each offer period. The firstoffer period runs from the date of the Chief Executive's appointment until 30June 2008 (the "Anniversary Date"), and subsequent offer periods run in 12months period following the Anniversary Date and each subsequent AnniversaryDate. The transfer to the Chief Executive of the shares subject to an offer is tooccur following the end of each offer period, and is subject to performancecriteria measured at the end of each offer period. Performance criteria aredetermined by the Board in respect of each offer. The performance criteriarelating to an offer may (where so specified) be satisfied in whole or in part,and the actual share award will vary accordingly. The maximum award in thecurrent offer period is 103,359 shares. The amount payable for the sharesallotted to the Chief Executive pursuant to any offer shall be the aggregate ofthe nominal values of the shares allotted. Save where the Board consentsotherwise, no shares awarded under the first incentive plan may be disposed ofby the Chief Executive unless the sale of such shares would not reduce thenumber of shares held by the Chief Executive in the Company, including sharespurchased by him, to fewer than 200,000 shares. The second incentive plan provides the Chief Executive with an option overshares in the Company, exercisable at specified prices. The option may not beexercised before the third anniversary of the grant, except in specialcircumstances, or after the fifth anniversary of the date of grant. The numberof shares subject to the option and the prices at which the option isexercisable in relation to the shares subject to it are as follows: In relation to the first 250,000 shares at 100p; in relation to the next 250,000 shares at 125p; in relation to the next 200,000 shares at 150p; and in relation to the final 300,000 shares at 200p. This share incentive scheme and option have been issued as the Board's policy ofproviding performance based incentives to directors. For further information on Pantheon Resources plc, see the website atwww.pantheonresources.com - end - Further information: Pantheon Resources PLCJay Cheatham CEO +44 777 170 3433 Oriel Securities LimitedScott Richardson Brown +44 20 7710 7600 Notes to editors: Pantheon Resources plc Pantheon Resources plc was formed in 2005 to be an independent gas explorationcompany focused on hydrocarbon producing basins onshore or near shore the Gulfof Mexico. On 5 April 2006, Pantheon was admitted to the AIM, havingsuccessfully raised £10m from a mix of quality institutional and privateinvestors. This information is provided by RNS The company news service from the London Stock Exchange