Last checked at 14 Jan 2019 13:41
14 January 2019
Pantheon Resources plc
Result of Annual General Meeting and General Meeting
Pantheon Resources plc ("Pantheon" or "the Company"), the AIM-quoted oil and gas exploration company with a 50% - 75% working interest in several conventional project areas in Tyler and Polk Counties, onshore East Texas, announces that at the Annual General Meeting held earlier today, all resolutions were duly passed.
Pantheon also announces that the resolutions proposed at the General Meeting held earlier today were duly passed.
Further to the announcement on 21 December 2018 of the proposed Acquisition of Great Bear Companies by Pantheon, the Directors expect that Admission will now take place at 8.00 a.m. on Thursday 17 January 2019. A short delay has arisen owing to the logistics of the release of security over the assets, which will take longer than was previously anticipated.
The Acquisition remains subject to Admission. An application has been made for the admission to trading on AIM of 213,543,911 new Ordinary Shares, split as follows:
- 100,000,000 Consideration Shares
- 108,335,266 Capital Raising Shares
- 1,845,900 Adviser Shares(1)
- 3,362,745 further Consideration Shares issued following the Vision Acquisition(2)
(1) a further 442,622 shares have been subscribed for in addition to the 1,403,278 Adviser Shares set out in the Circular
(2) as set out in the Circular, the number of Consideration Shares has been increased in the ratio of 49/51, to account for the new Ordinary Shares issued in respect of the Vision Acquisition.
The issue of the above shares is conditional on Admission.
The total voting rights figure immediately following Admission of 454,530,466 may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.
In addition, as previously disclosed, 102,471,055 Non-Voting Convertible Shares and 9,607,843 Consideration Warrants will be issued to the Great Bear Vendors.
Following completion, it is intended that Robert Rosenthal be appointed as Technical Director of Pantheon. Additionally, Great Bear have nominated Carl Williams and Jeremy Brest to be appointed to the board as non-executive directors. The Company will make a further announcement on their appointment in due course, once the regulatory requirements have been completed.
At today's General Meeting, the Chief Executive Officer of Pantheon, Jay Cheatham, commented:
"This has been a complicated transaction and one that we have worked on for a substantial period of time. This deal provides an outstanding opportunity on a number of levels, and I'm extremely pleased that it has been universally supported by shareholders. The combination of Great Bear and Pantheon assets, the addition of technical and management staff and the injection of capital truly transforms Pantheon."
-Ends-
Further information:
Pantheon Resources plc | +44 20 7484 5361 |
Jay Cheatham, CEO | |
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 | |
For further information on Pantheon Resources plc, see the website at: www.pantheonresources.com
Capitalised terms used in this announcement shall have the same meanings as the definitions in the Company's announcement of 21 December 2018 and in the Circular.
The information contained within this RNS is considered to be inside information prior to its release.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
Details of the person(s) discharging managerial responsibilities/person closely associated with | ||||||
a) | Name(s) | John (Jay) Cheatham | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief Executive Officer | ||||
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 | ||||
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 | Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82 | ||||
b) | Nature of transaction | Subscriber in the Capital Raising | ||||
c) | Price(s) and volume(s)
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d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 17 January 2019 | ||||
f) | Place of transaction | Outside a trading venue | ||||
Details of the person(s) discharging managerial responsibilities/person closely associated with | ||||||
a) | Name(s) | Justin Hondris | ||||
2 |
Reason for the notification | |||||
a) | Position/status | Finance and Corporate Development 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 | ||||
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 | Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82 | ||||
b) | Nature of transaction | Subscriber in the Capital Raising | ||||
c) | Price(s) and volume(s)
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| ||||
d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 17 January 2019 | ||||
f) | Place of transaction | Outside a trading venue | ||||
Details of the person(s) discharging managerial responsibilities/person closely associated with | ||||||
a) | Name(s) | John Walmsley | ||||
2 | Reason for the notification | |||||
a) | Position/status | Finance and Corporate Development 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 | ||||
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 | Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82 | ||||
b) | Nature of transaction | Subscriber in the Capital Raising | ||||
c) | Price(s) and volume(s)
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| ||||
d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 17 January 2019 | ||||
f) | Place of transaction | Outside a trading venue | ||||
Details of the person(s) discharging managerial responsibilities/person closely associated with | ||||||
a) | Name(s) | Phillip Gobe | ||||
2 | Reason for the notification | |||||
a) | Position/status | Finance and Corporate Development 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 | ||||
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 | Ordinary shares of 1 pence each fully paid ISIN: GB00B125SX82 | ||||
b) | Nature of transaction | Subscriber in the Capital Raising | ||||
c) | Price(s) and volume(s)
|
| ||||
d) | Aggregated information - Aggregated volume - Price | N/a | ||||
e) | Date of transaction | 17 January 2019 | ||||
f) | Place of transaction | Outside a trading venue | ||||