Last checked at 9 Mar 2016 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF PANTHEON RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
9 March 2016
Pantheon Resources plc
Results of Increased Placing
Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas exploration and production company with a 50% working interest in several projects in Tyler and Polk Counties, East Texas, is pleased to announce the successful completion of the placing as previously announced on 8 March 2016 (the "Placing").
Following strong demand, a total of 18,354,293 new Ordinary Shares in Pantheon (the "Placing Shares") were placed, raising gross proceeds of US$30 million at a price of 115 pence per Placing Share. The Placing Shares being issued represent, in aggregate, approximately 8.5 per cent. of Pantheon's issued ordinary share capital immediately following Admission. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares, including the right to receive all future dividends and distributions declared, made or paid.
The proceeds of the increased placing will be used for additional drilling and the acquisition of new acreage.
Jay Cheatham, CEO of Pantheon, stated:
"The successful completion of our substantially oversubscribed placing to raise US$30 million is an exceptional achievement. I always maintained that Pantheon's projects were the most exciting in my career. With this placing and the support from existing and new institutional shareholders we have derisked the Company and have the funding to accelerate the pace of development and exploitation drilling across our acreage position, taking advantage of a low cost environment. With money in the bank we will immediately begin preparations to spud our next well, which will be a horizontal development well offsetting VOBM#1. Subsequent wells will follow immediately thereafter. 2016 will certainly be an exciting year for Pantheon."
Admission
Application will be made for admission of 18,601,062 new Ordinary Shares (comprising the Placing Shares and 246,769 new Ordinary Shares issued in lieu of fees) to trading on AIM and it is expected that such admission will become effective on 11 March 2016.
The Placing is conditional, inter alia, upon Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated.
Total voting rights
Following Admission, the total number of voting rights in the Company will be 214,957,458. No Ordinary Shares are held in treasury. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the UK Disclosure and Transparency Rules.
Stifel Nicolaus Europe Limited acted as bookrunner in respect of the Placing.
Definitions used in the announcement of the Company on 8 March 2016 apply to this announcement unless the context requires otherwise.
Further information:
Pantheon Resources plc | +44 20 7484 5359 |
Jay Cheatham, CEO Justin Hondris, Director, Finance and Corporate Development | |
Stifel Nicolaus Europe Limited (Nominated Adviser and broker) Michael Shaw Ashton Clanfield Nicholas Rhodes | +44 20 7710 7600 |
FTI Consulting (Communications Adviser) Ed Westropp Shannon Brushe James Styles | +44 20 3727 1000 |
IMPORTANT NOTICE
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.
This announcement does not constitute, or form part of, a prospectus relating to Pantheon Resources plc (the "Company"), nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA") and the securities mentioned herein have not been, and will not be, registered with the Australian Securities and Investments Commission or registered with the Registrar of Companies in Hong Kong under the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) ("HK Companies Ordinance").
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 of 1933, as amended (the "Securities Act"), 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.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.
Stifel Nicolaus Europe Limited is acting solely as nominated adviser and broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel Nicolaus Europe Limited by FSMA or the regulatory regime established thereunder, Stifel Nicolaus Europe Limited accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement and nothing in this announcement shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Stifel Nicolaus Europe Limited accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.