TR-1: Notification of major holdings

RNS Number : 6071I

Pantheon Resources PLC

09 August 2019

 

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
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
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights						X
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name			1.   Farallon Capital Management, L.L.C. ("Farallon") acting in concert with 2.   Alaska Great Bear Partners LLC 3.   Great Bear Petroleum Holdings LLC 4.   Great Bear Petroleum Operating LLC (together, "GBPO")
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
City and country of registered office (if applicable)			Wilmington, Delaware, USA
5. Date on which the threshold was crossed or reachedvi:			25/07/2019
6. Date on which issuer notified (DD/MM/YYYY):			08/09/2019
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 of issuervii
Resulting situation on the date on which threshold was crossed or reached	20.57%	0%		20.57%	502,319,029
Position of previous notification (if applicable)	22.74%	0%		22.74%

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 of shares ISIN code (if possible)		Number of voting rightsix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB00B125SX82		1,681,372		101,681,373			0.33%		20.24%
SUBTOTAL 8. A		103,362,745					20.57%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration datex	Exercise/ Conversion Periodxi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
			SUBTOTAL 8. B 1			N/A			N/A
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration datex		Exercise/ Conversion Period xi		Physical or cash settlementxii			Number of voting rights	% of voting rights
					SUBTOTAL 8.B.2			N/A	N/A

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 the financial 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:
Alaska Great Bear Partners LLC	20.57%	N/A	20.57%
Great Bear Petroleum Holdings LLC	20.57%	N/A	20.57%
Great Bear Petroleum Operating LLC	20.57%	N/A	20.57%
10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional informationxvi
·    This disclosure relates to a dilution of the percentage holdings of Farallon and GBPO in respect of Pantheon Resources PLC, as a result of the Capital Raising of 47,788,563 new Ordinary Shares, which increased the total voting rights figure to 502,319,029 with effect from 25 July 2019.  For clarity, the actual number of shares held by Farallon and GBPO has not decreased since the previous filing. ·    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 been granted an option by CHONS LLC (see Box 4) to purchase up to 44,945,239 of the ordinary shares held by CHONS LLC.  The option has not been included in section B 1 above in order to avoid double counting of the same position. ·    GBPO has authorised Farallon to make a joint disclosure on its behalf.

Place of completion	San Francisco, United States
Date of completion	08/09/2019

 

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