Last checked at 7 Jul 2020 07:00
7 July, 2020
Pantheon Resources plc
Issuance of Share Options to Directors and staff
Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas exploration company with 89.2% - 100% working interests in several projects on the Alaskan North Slope, and 58% - 100% working interests in projects in Polk & Tyler Counties, East Texas, announces the grant of share options (the"Grant") under the updated Pantheon Resources plc 2009 Discretionary Share Option Plan ("Scheme").
The Board has been advised by the expert remuneration consultants at Deloitte LLP who have provided guidance on the structuring of the Scheme with the objective of providing an appropriate performance based incentive for all participants, and which also aligns with the Company's strategy to create material value for its stakeholders through its oil exploration, appraisal and development activities. The updated Share Option Plan covers all staff and is comprised of two components; a grant of premium priced share options (today) as detailed in this announcement, together with provision for future annual grants based upon performance where the timing, amounts and vestings conditions of any such future grants would depend upon the circumstances prevailing at that time. Under the terms of the Scheme, total share options are limited to a maximum 15 per cent. of the Company's issued share capital in any 10 year rolling period. All options are subject to defined malus and clawback provisions. The Grant represents the first issuance of share options to staff since 2014.
Today's award of share options will have an exercise price of £0.27, representing a premium of 93% to the closing share price of £0.14 yesterday. 50% of the share options granted today will vest 90 days from today's date, and the remaining 50% will vest upon the spudding of the next well on the Company's Alaskan acreage.
The Grant to all Executive Directors, certain consultants and employees of the Company have been made under the Share Option Scheme or pursuant to option agreements.
Details of the awards to Directors and PDMRs are presented in the following table:
Director | Number of options granted2 | Exercise Price per Share option | Options as a per cent of issued Share Capital following the Placing1 |
John Cheatham | 1,500,000 | 27 pence | 0.25% |
Robert Rosenthal | 1,500,000 | 27 pence | 0.25% |
Justin Hondris | 1,500,000 | 27 pence | 0.25% |
1. Issued share capital includes all voting shares and 102.4m non-voting shares.
2. Terms: £0.27 exercise price, 10 year life and vest in 2 equal tranches; 50% subject to a time based condition (90 days from grant) and 50% subject to a performance milestone (spudding of the next well in Alaska).
The table below discloses all share options attributable to the Directors and PDMR's following the granting of these share options:
Director | Number of share options granted today | Number of pre-existing share options, issued in 2014 (£0.30 exercise price, Sept 2024 expiry)2 | Options as a per cent of issued Share Capital following the Placing1 |
Phillip Gobe | - | - | - |
John Cheatham | 1,500,000 | 4,385,000 | 0.97% |
Robert Rosenthal | 1,500,000 | - | 0.25% |
Justin Hondris | 1,500,000 | 3,865,000 | 0.89% |
Jeremy Brest | - | - | - |
1. Issued share capital includes all voting shares and 102.4m non-voting shares
2. Share options issued in 2014
The transaction notifications for each PDMR can be found at the bottom of this RNS. This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.
Related Party Transaction
The Share Option Scheme, and the award to the Executive Directors is a Related Party transaction pursuant to the AIM Rules for Companies. Accordingly the non-executive Directors, who are independent, consider, having consulted with the Company's Nominated Adviser, that the terms of the Share Option Scheme and the award to the Executive Directors is fair and reasonable in so far as shareholders are concerned.
Phillip Gobe, Chairman stated:
"I am pleased to implement our long-awaited staff share option scheme which includes each and every one of our 16 employees and consultants. I am very proud of our team's fantastic achievements over the past 18 months and it was of great importance to me that we established this scheme to allow them to benefit from future success.
"Astute shareholders will note the 27p exercise price is a huge premium to the current share price, meaning that shareholders will enjoy a c.90% share price uplift before these share options have any value to our staff at all. The pricing is a clear motivator for significant future achievement. Additionally, half of the share options will only vest upon the spudding of the next Alaskan well, aligning the interests of all staff with those of shareholders, and providing motivation and urgency to achieve drilling as soon as possible. We believe our acreage has tremendous potential for value creation and our share option scheme allows staff to benefit from this, but crucially, only after shareholders."
Further information:
Pantheon Resources plc | +44 20 7484 5361 |
Jay Cheatham, CEO |
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Justin Hondris, Director, Finance and Corporate Development
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Arden Partners plc (Nominated Adviser and broker) | +44 20 7614 5900 |
Paul Shackleton / Daniel Gee-Summons (Corporate Finance) Simon Johnson (Equity Sales) |
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Blytheweigh | +44 20 7138 3204 |
Tim Blythe, Megan Ray |
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Notes to Editors
Pantheon Resources plc is an AIM listed Oil & Gas exploration and production company with assets in East Texas and on the North Slope of Alaska, onshore USA. The Group's stated objective is to create material value for its stakeholders through oil exploration, appraisal and development activities in high impact, highly prospective conventional assets, in the USA; a highly established region for energy production with infrastructure, skilled personnel and low sovereign risk. All operations are onshore USA, with drilling costs materially below that of offshore wells.
On the North Slope of Alaska, Pantheon holds working interests of 89.2% - 100% in projects covering c.180,000 gross acres, covered by c.1,000 square miles of proprietary 3D seismic. In January 2020 the Company received an Independent Expert Report certifying a Contingent Resource of 76.5MMBO (million barrels of oil) recoverable on its Greater Alkaid project. In March 2020 Pantheon estimated that the shallowest of the 3 horizons at its Talitha project was estimated to contain 1.8 billion barrels of oil in place and a P50 Technically Recoverable Resource of 483 MMBO. In East Texas, Pantheon has working interests in several conventional prospects in Tyler & Polk Counties, in an area of abundant regional infrastructure.
For further information on Pantheon Resources plc, see the website at: www.pantheonresources.com.The information contained within this RNS is considered to be inside information prior to its release. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | (1) John (Jay) Cheatham (2) Robert Rosenthal (3) Justin Hondris |
2 | Reason for the notification | |
a) | Position/status | (1) CEO (2) Technical Director (3) Finance Director |
b) | Initial notification /Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Pantheon Resources plc |
b) | LEI | 213800SWHY5DNQS64J23
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4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) | Description of the financial instrument, type of instrument Identification code | Option over Ordinary Shares of £0.01 |
b)
| Nature of the transaction
| Option over Ordinary Shares
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c)
| Price(s) and volume(s)
| (1) 1,500,000 options to acquire ordinary shares at an exercise price of £0.27 per share (2) 1,500,000 options to acquire ordinary shares at an exercise price of £0.27 per share (3) 1,500,000 options to acquire ordinary shares at an exercise price of £0.27 per share
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d)
| Aggregated information · Aggregated volume · Price | N/A |
e)
| Date of the transaction | 7 July, 2020 |
f) | Place of the transaction | Outside a trading venue |