TR-1: S tandard 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 attached ii : |
PANTHEON RESOURCES PLC |
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1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) |
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Non-UK issuer |
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2. Reason for the notification (please mark the appropriate box or boxes with an "X") |
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An acquisition or disposal of voting rights |
X |
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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 obligation iv |
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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 |
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4. Full name of shareholder(s) (if different from 3.) v |
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Name |
CHONS LLC [1] |
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City and country of registered office (if applicable) |
Wilmington, Delaware, USA |
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5. Date on which the threshold was crossed or reached vi : |
29/11/2021 |
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6. Date on which issuer notified (DD/MM/YYYY): |
01/12/2021 |
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7. Total positions of person(s) subject to the notification obligation |
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% of voting rights attached to shares (total of 8. A) |
% of
voting rights through
financial instruments |
Total of both in % (8.A + 8.B) |
Total number of voting rights held in issuer vii |
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Resulting situation on the date on which threshold was crossed or reached |
14.87% |
0% |
14.87% |
696,208,674 |
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Position of previous notification (if applicable) |
15.95% |
0% |
15.95% |
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8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii |
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A: Voting rights attached to shares |
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Class/type of ISIN code (if possible) |
Number of voting rights ix |
% of voting rights |
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Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
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GB00B125SX82 |
0 |
103,527,926 |
0% |
14.87% |
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SUBTOTAL 8. A |
103,527,926 |
14.87% |
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B 1: Financial Instruments according to DTR5.3.1R (1) (a) |
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Type of financial instrument |
Expiration |
Exercise/ |
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) |
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Type of financial instrument |
Expiration |
Exercise/ |
Physical or cash settlement xii |
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") |
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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) issuer xiii |
X (Farallon) |
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Full
chain of controlled undertakings through which the voting rights and/or the |
X (GBPO) |
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Name xv |
% 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 |
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GBPO structure: |
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Great Bear Petroleum Holdings LLC |
14.87% |
N/A |
14.87% |
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Great Bear Petroleum Operating GP LLC |
14.87% |
N/A |
14.87% |
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Great Bear Petroleum Operating LLC |
14.87% |
N/A |
14.87% |
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10. In case of proxy voting, please identify: |
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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 information xvi |
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· 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. As at the date of this disclosure, GBPO does not directly hold any disclosable position in Pantheon Resources PLC.
· 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 |
01 December 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 (albeit, as at the date of this disclosure, GBPO does not directly hold any disclosable position in Pantheon Resources PLC)