Last checked at 17 Mar 2021 10:00
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
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1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | PANTHEON RESOURCES PLC | |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments |
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An event changing the breakdown of voting rights |
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Other (please specify)iii: |
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3. Details of person subject to the notification obligationiv | ||||||
Name | 1. Farallon Capital Management, L.L.C. ("Farallon")
acting in concert with
2. Great Bear Petroleum Holdings LLC 3. Great Bear Petroleum Operating GP LLC 4. Great Bear Petroleum Operating LLC (together, "GBPO")
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City and country of registered office (if applicable) | Farallon: San Francisco, California, USA GBPO: Anchorage, Alaska, USA | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | CHONS LLC [1] | |||||
City and country of registered office (if applicable) | Wilmington, Delaware, USA | |||||
5. Date on which the threshold was crossed or reachedvi: | 15/03/2021 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 17/03/2021 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuervii | ||
Resulting situation on the date on which threshold was crossed or reached | 20.80% | 0% | 20.80% | 615,095,604 | ||
Position of previous notification (if applicable) | 21.03% | 0% | 21.03% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | ||||||
GB00B125SX82 | 26,000,000 | 101,949,631 | 4.23% | 16.57% | |||||
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SUBTOTAL 8. A | 127,949,631 | 20.80% | |||||||
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
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| SUBTOTAL 8. B 1 |
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B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
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| SUBTOTAL 8.B.2 |
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | X (Farallon) | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | X (GBPO) | |||
Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
GBPO structure: |
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Great Bear Petroleum Holdings LLC | 20.80% | N/A | 20.80% | |
Great Bear Petroleum Operating GP LLC | 20.80% | N/A | 20.80% | |
Great Bear Petroleum Operating LLC | 20.80% | N/A | 20.80% | |
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10. In case of proxy voting, please identify: | ||||
Name of the proxy holder |
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The number and % of voting rights held |
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The date until which the voting rights will be held |
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11. Additional informationxvi | ||||
· Farallon and GBPO (each as defined in section 3 of this form) are acting in concert in respect of Pantheon Resources PLC. As such, the disclosure in sections 7 to 9 of this form reflects their aggregated position, and the aggregated position has been attributed in full to each of Farallon and GBPO.
· Farallon is the investment manager of CHONS LLC, which is the beneficial owner of the Farallon positions.
· GBPO has authorised Farallon to make a joint disclosure on its behalf.
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Place of completion | San Francisco, United States |
Date of completion | 17/03/2021 |
[1] NB - CHONS LLC is the shareholder only in respect of the Farallon position. The shareholder of the GBPO position is Great Bear Petroleum Operating LLC