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Pantheon Resources (PANR)

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Tuesday 07 December, 2021

Pantheon Resources

Proposed Placing and Subscription

RNS Number : 8846U
Pantheon Resources PLC
07 December 2021
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON.  IN PARTICULAR, THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

 

7 December 2021

 

Pantheon Resources plc

 

Proposed Placing and Subscription to raise a minimum of $20 million and issue of Convertible Bond to raise at least $50 million

 

Pantheon Resources plc ("Pantheon" or the "Company"), the AIM-quoted oil and gas company with 100% working interests in certain projects located adjacent to transportation and pipeline infrastructure on the Alaska North Slope, is pleased to announce that it intends to raise a minimum of $20 million (before expenses) by way of a placing and conditional subscriptions (together the "Equity Fundraise") of new Ordinary Shares at a price of 65 pence per share (the "IssuePrice").

 

In addition, the Company has conditionally agreed to issue at least $50 million of senior unsecured convertible bonds due December 2026 (the "ConvertibleBonds") to a fund advised by Heights Capital Ireland LLC   (the "ConvertibleBond Investor"), a global equity and equity-linked focused investor. The Company may elect, if the gross proceeds of the Equity Fundraise and the Retail Offer (as defined below) exceed $25 million that the principal amount of the Convertible Bonds to be issued be increased by up to $5 million to a maximum aggregate principal amount of $55 million. The issuance of the Convertible Bonds is conditional, inter alia, on the Equity Fundraise raising a minimum of $20 million (before expenses), including $2 million to be subscribed by the Convertible Bond Investor, and on other customary conditions. Subject to the satisfaction of the conditions to the Convertible Bond subscription, it is intended that the Convertible Bonds will be issued to the Convertible Bond Investor shortly after admission to trading on AIM ("Admission") of the New Ordinary Shares to be issued in the Equity Fundraise.

 

The Convertible Bonds have a coupon of 4.0% per annum and will amortise quarterly at 5.0% of the initial principal amount, both payable quarterly in cash or new Ordinary Shares at the Company's option. The initial conversion price is at a 20% premium to the Issue Price. A summary of the principal terms of the Convertible Bonds is set out below.

 

The Equity Fundraise and the Convertible Bond (collectively the "Fundraise") will therefore target raising a minimum total of $70 million for the Company. The main purpose of the Fundraise is to fund three wellbore operations in Alaska at the Company's Talitha, Theta West and Alkaid projects during 1H 2022.

 

Institutional investors will participate by way of a placing of new Ordinary Shares (the "Placing Shares") conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement (the "Placing"). Canaccord Genuity Limited ("Canaccord") is acting as Nominated Adviser and Sole Bookrunner in connection with the Placing. Olivetree Financial Limited is acting as UK Selling Agent. Jett Capital LLP is acting as US Selling Agent. The Placing is not being underwritten.

 

Certain investors will also be subscribing for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription"). The Company has currently received offers to subscribe for the Subscription totalling up to approximately $19 million (subject to scaling-back at the discretion of the Company). The Subscription is conditional on completion of the Placing.

 

In addition to the Placing and the Subscription, retail investors will be given an opportunity to participate by subscribing for new Ordinary Shares (the "RetailOffer Shares") at the Issue Price (the "Retail Offer") on the PrimaryBid platform. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. The Retail Offer will close on completion of the Bookbuild process.

 

The Company considers it important to be able to take advantage of investor demand should investors wish to participate in the Equity Fundraise in excess of $20 million. Therefore, the Company may increase the amount proposed to be raised pursuant to the Equity Fundraise, in agreement with Canaccord. Any additional proceeds above the minimum of $20 million, including from the Retail Offer, will be applied towards further development of the Company's asset portfolio and the strengthening of its balance sheet ahead of future farm-out and/or financing negotiations.

 

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).

 

The final number of New Ordinary Shares to be issued will be announced immediately following the closing of the Bookbuild process. The New Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue.

 

Application will be made for Admission of the New Ordinary Shares and it is expected that Admission will take place at or around 8.00 ‎a.m. (London time) on 13 December 2021 (or such later date as may be agreed between the ‎Company and Canaccord). The Fundraise is conditional upon, inter alia, Admission ‎becoming effective. The Placing is also conditional upon the Company having received payment from the Subscription in respect of the Subscription Shares and the Placing Agreement and the committed purchase agreement not otherwise being ‎terminated in accordance with their terms.

 

The Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "IMPORTANT NOTICES" section and the detailed terms and conditions described in the Appendix.

 

Jay Cheatham, CEO of Pantheon Resources, said:

 

"Raising a minimum of $70 million will allow the fully funded drilling and/or testing of a number of independent, oil bearing target zones across three separate locations (Talitha, Theta West and Alkaid), all of which have been de-risked by drilling and independent analysis. This activity set is the biggest operation in the Company's history, delivering to shareholders an impactful, busy programme that could transform the Company. Success at any one of these targets has the potential for significant value creation, and in the case of Alkaid could bring the Company into first production."

 

Further information:

 

Pantheon Resources plc

+44 20 7138 3204

Jay Cheatham, CEO


Justin Hondris, Director, Finance and Corporate Development




 

Canaccord Genuity Limited (Nominated Adviser and broker)


Henry Fitzgerald-O'Connor

James Asensio

Gordon Hamilton

 

 

+44 20 7523 8000

 



Blytheweigh Communications Limited


Tim Blythe, Megan Ray, Madeleine Gordon-Foxwell

+44 20 7138 3204



Olivetree Financial Limited (UK Selling Agent)

James Rose

 

+44 20 3201 1021



Jett Capital LLP (US Selling Agent)

Quentin Anlian

 

+1 212 616 0430



 

 

Rationale for the Fundraise

 

Over the past year, Pantheon has continued to evaluate and progress its Alaskan portfolio, focusing on the results of the Talitha #A well and maturing the giant Theta West structure.

 

The Talitha #A well spudded in January 2021 and was suspended in April 2021, having confirmed five independent, oil bearing zones: (i) the Shelf Margin Deltaic (SMD), (ii) the Slope Fan System, (iii) the Upper Basin Floor Fan, (iv) the Lower Basin Floor Fan and (v) the Kuparuk Formation.

 

The Company planned to test these zones sequentially from the deepest (the Kuparuk Formation) first, to the shallowest (the SMD) last. The Kuparuk Formation showed excellent log responses, indicating potentially significant quantities of oil, however the reservoir was unexpectedly overpressured resulting in wellbore conditions in this formation being compromised. Notwithstanding, analysis by independent industry experts at Baker Hughes and Advanced Hydrocarbon Stratigraphy (AHS) confirmed the presence of light oil in the Kuparuk Formation, which flowed high-quality light oil intermittently at rates up to 100 barrels of oil per day (BOPD) despite the operational and geological issues. These challenges resulted in the Company having time to test only the Kuparuk Formation before the onset of warmer Spring weather. The four other zones are secured behind pipe, are in excellent wellbore condition and are confirmed to be oil bearing, which should enable a more straightforward and, hence, lower risk testing operation. The Kuparuk Formation is planned to be the focus of a future well.

 

As part of the Talitha drilling operation, Pantheon acquired a large volume of high quality data which included logs, sidewall cores and over 400 well bore cuttings taken and analysed by AHS using their proprietary Volatile Analysis Service (VAS). This data confirmed high quality (35-42 degree API) oil in good reservoir quality rock over a 3,700ft column, with every cutting taken over this section containing oil. This has important implications for the size and the potential for commercial development of the resource.

 

One of the oil bearing zones penetrated in Talitha #A was in the distal limits of the Theta West basin floor fan complex. Seismic analysis suggests that the Theta West fan complex covers approximately 100,000 acres, most on the Company's acreage, and the Company estimates it contains 12 billion barrels of oil in place, with around 1.4 billion barrels of recoverable oil (announced on 17 May 2021).

 

Talitha #A also provided valuable data on Pantheon's other key geological play, the Shelf Margin Deltaic (SMD), also potentially very large. This zone has multiple well penetrations across the Pantheon acreage, including the Alkaid #1 and Pipeline State #1 wells, and Pantheon has estimated 2.6 billion barrels of oil in place with 404 million barrels of recoverable oil (announced on 16 July 2021). A significant portion of the SMD oil resource is located close to the Dalton Highway and Trans Alaska Pipeline, as is the oil discovered within the deeper, Brookian section at Alkaid. The Company considers this a material advantage over other North Slope projects because it is believed that both zones may be jointly developed and produced from the highway location, which is unique for undeveloped North Slope projects.

 

The Directors have assessed a number of options to expedite the financing of a comprehensive programme to advance and ultimately prove up the significant potential of the Company's projects outlined above. Farmout discussions with one party remain ongoing. The Directors have balanced the likely terms and timing to completion of these farmout discussions, as well as dilution for shareholders, dilution to project working interests, uncertain markets (including recent COVID-19 pandemic issues), and the timing and operational requirements for near-term testing and drilling during the coming winter in Alaska. The Board has concluded that the Fundraise is the best available option, at this time, to expedite a winter campaign and the advancement of the Company's assets, with 100% control over the operations.

 

Preparations are already underway. Planning and permitting is in hand, a rig has been secured and, as announced on 17 November 2021, Pantheon has already entered into an unsecured, short term debt facility for a maximum of $1.5 million to make certain prepayments to suppliers and contractors for future equipment, goods and services, to minimise the risk of supply chain disruption.

 

The Fundraise will allow the Company to execute the following programme during 1H 2022:

 

· Build an ice-road from the Dalton Highway to Theta West, via Talitha #A  (estimated timing: early January 2022)

· Talitha #A - flow test four independent, confirmed oil bearing zones (estimated commencement: mid January 2022)

· Theta West #1 - drill and test the Company's estimated 1.4 billion barrels of recoverable resource in the Upper and Lower Basin Floor Fan horizons, ~10.5 miles  from Talitha #A in an "up dip" location (estimated commencement: late January 2022)

· Alkaid #2H - confirm the extension and quality of the SMD formation and, depending on results, complete either the SMD or the deeper Brookian Formation as an oil producer adjacent to the highway, which will be Pantheon's first producing well on the Alaska North Slope (estimated commencement: June 2022)

 

Use of proceeds

 

The gross minimum proceeds of the Fundraise of $70 million are expected to be used as follows:

 

Talitha

$ 10.7 m

Theta West

$ 16.7 m

Alkaid

$ 23.2 m

Contingency & corporate development*

$17.1m

Fundraise deal costs

$2.3m

 

Minimum fundraise

$ 70.0 m

 

*Corporate development may include: development of additional production facilities at Alkaid, additional testing (if appropriate), preparation for the winter 2023 programme, Convertible Bonds financing (if appropriate), further technical work and general working capital.

 

The expected costs for Talitha and Theta West above include amounts which have already been prepaid with the short term facility of $1.5 million (announced 17 November 2021), which will be repaid from the net proceeds of the Fundraise.

 

Any additional proceeds above the minimum of $20 million, including from the Retail Offer, will be applied towards further development of the Company's asset portfolio, which could include additional drilling, testing and completion, and the strengthening of its balance sheet ahead of future farm-out and/or financing negotiations.

 

The Fundraise will allow the fully funded drilling and/or testing of a number of independent, oil bearing target zones across three separate locations, all of which have been de-risked by drilling and independent analysis. This activity set is the biggest operation in the Company's history, delivering to shareholders an impactful, busy programme that could transform the Company. Success at any one of these targets has the potential for significant value creation.

 

Director participation

 

Certain of the Directors have indicated that they intend to participate in the Subscription for an aggregated amount of currently approximately $ 895,000 . The ultimate allocation to the Directors is at the absolute discretion of Canaccord and the Company.

 

Conditions and other information relating to the Fundraise

 

The Fundraise is conditional, inter alia, upon:

 

a) the Placing Agreement becoming unconditional (including as to the Bond Documents not having been terminated) in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

 

b) Admission becoming effective by no later than 8.00 a.m. on 13 December 2021 (or such later time and/or date as the Company and Canaccord may agree (being not later than 8.00 a.m. on 24 December 2021 ).

 

Further details of the conditions of the Placing and the Placing Agreement are set out in the Appendix, under the heading 'Conditions of the Placing'.

 

Accordingly, if such conditions are not satisfied or, if applicable, waived, the Fundraise will not proceed.

 

The Fundraise is not underwritten by Canaccord or any other person.

 

It is the intention of the Company's Remuneration Committee to grant Directors and staff options over, in aggregate, 2.97% of the existing fully diluted shares of the Company, priced on the trading day following close of the Bookbuild.

 

Settlement and dealings

 

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes.

 

The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.

 

Risk Factors

 

The issue of the Convertible Bonds is expected to complete on the day of Admission, or at latest the following business day, subject to customary conditions precedent being satisfied at all times before and at completion (being no Company insolvency event, no Company material adverse event and all Company representations and warranties remaining true and correct). Accordingly, should any of the conditions precedent not be satisfied, investors should be aware there is a risk that the Placing may complete but that the issue of the Convertible Bonds does not complete.

 

Any investment in the Company is subject to a number of material risks and uncertainties. Accordingly, prospective investors should carefully consider the material operational, engineering, oil price, financing, liquidity, foreign exchange, resource estimation and other risks of investing in an AIM-quoted company operating in the natural resources sector,  other information contained in this Announcement and any other publicly available information about the Company before making a decision whether to invest in the Company.

 

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

 

Any reference to an amount in this Announcement stated in $ assumes, where relevant, an exchange rate of 1.32.

 

 

 

CONVERTIBLE BONDS - SUMMARY OF PRINCIPAL TERMS

 

Below is a summary of certain of the key terms of the Convertible Bonds. This summary does not contain all of the terms of the Convertible Bonds.

 

Bonds:

Senior, unsecured convertible 5-year bonds, due December 2026; issued and redeemed at par; subject to English law

Issue subject to successful completion of the Equity Fundraise

Denominated and issued in $

Initial Amount:

US$50 million, with Company option to upsize to US$55 million subject to raising at least US$25 million in the Equity Fundraise

Coupon:

4.00% per annum, payable quarterly in arrears, in cash or new Ordinary Shares at the option of the Company(1)

Amortisation:

5.00% of the Initial Amount each quarter (US$2.5 million to US$2.75 million) payable quarterly, in cash or new Ordinary Shares at the option of the Company(1)

Conversion Right:

At any time at the option of the Bondholders

Conversion:

Initial Conversion Price : 20% premium to Issue Price

Reset Conversion Price : The Conversion Price may reset down at 9, 18 and 30 months, depending on Ordinary Share price performance, according to a formula and subject to a hard floor of 65 pence ("Hard Floor")(2)

Reset Clawback : Following any reset, the Company has the right to revert to the prior Conversion Price, if the daily VWAP on each of at least 20 trading days in any period of 30 consecutive trading days is greater than 150% of the Initial Conversion Price. The Company may only exercise one Reset Clawback during the term of the Bonds

Anti-dilution protection

Standard terms

Change of Control Ratchet :

Conversion Price prevailing at the time adjusted down by 20%, subject to time to maturity

Bondholder Put:

Redemption at Bondholder option (principal + accrued interest) in the event of: Change of Control; Delisting (or Suspension > 10 trading days); or Free Float <20% for 20 consecutive business days

Repurchase by the Company:

The Company may repurchase for cancellation all or part of the outstanding Bonds, at any time by means of tender or exchange offers

Negative pledge

Yes, with limited exceptions

Non-trading Agreement:

Bondholders agree not to sell Shares nor engage in any short sale transactions in Shares during any relevant calculation period

Transferability:

No restrictions on transfers of Bonds

Listing:

On a recognised stock exchange or a "multilateral trading facility", prior to the first Interest Payment Date

Ratings:

None

Convertible Bond Investor:

The Convertible Bond Investor has agreed to subscribe $2 million to the Equity Fundraise subject to a minimum raise of US$18 million from other investors



(1) Share payments

If the Company elects to pay in Shares, the number of Shares to be delivered will be calculated by dividing the payment due by the lower of (a) the Conversion Price prevailing on the coupon payment date; (b) 90% of the 3-day VWAP; and (c) 90% of the 10-day VWAP. Amounts converted at the prevailing exchange rate.

(2) Reset Conversion Price

If lower than the Conversion Price prevailing at the time, the Reset Conversion Price will be the greater of: (i) the market price (determined by a 30-day VWAP) (converted at the prevailing exchange rate) and (ii) a floor price calculated by means of the following formulae, but subject to the Hard Floor (converted at the exchange rate fixed on the pricing date):

· 9 months after the Issue Date: (Initial Conversion Price x 2 / 3) + (Hard Floor / 3);

· 18 months after the Issue Date: (Initial Conversion Price / 3) + (Hard Floor x 2 / 3);

· 30 months after the Issue Date: Hard Floor.

(Note: "Initial Conversion Price" and "Hard Floor" may be recalculated pursuant to anti-dilution provisions.)

 

 

IMPORTANT INFORMATION

 

This Announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of MAR. It is disclosed in accordance with the Group's obligations under Article 17 of MAR.

 

No action has been taken by the Group or Canaccord, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

 

No prospectus has been made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.

 

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

In accordance with the AIM Rules - Note for Mining and Oil & Gas Companies - June 2009, the information contained in this Announcement has been reviewed and signed off by Jay Cheatham, a qualified Chemical & Petroleum Engineer, who has over 40 years' relevant experience within the sector.

 

 

Information for Distributors

 

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

 

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

 

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment , Canaccord will only procure investors who meet the criteria of professional clients and eligible counterparties, as defined under COBS or MiFID II, as applicable .

 

For the avoidance of doubt, neither the UK Target Market Assessment nor the EU Target Market Assessment constitutes: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable ; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Fundraise.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

 

IMPORTANT NOTICES

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC.

 

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT) IN TRANSACTIONS NOT INVOLVING A PUBLIC ‎OFFERING IN THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES.

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, RUSSIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

The distribution of this Announcement and/or the Placing and/or the issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Canaccord or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Canaccord to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.‎

 

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or the "US")), Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the New Ordinary Shares is being made in any jurisdiction.

 

This Announcement is not being distributed by, nor has it been approved for the purposes of section ‎21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by ‎Canaccord or any other person authorised under FSMA. This Announcement is being distributed and ‎communicated to persons in the United Kingdom only in circumstances in which section ‎21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be ‎made available in connection with the matters contained in this Announcement and no such ‎prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons ‎needing advice should consult an independent financial adviser.‎

 

This Announcement is only directed at persons in Australia, who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with the Australian Securities and Investments Commission.

 

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Fundraise or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the Financial Markets Authority of New Zealand or the Central Bank of Russia and the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand, Russia or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

 

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

 

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in the Appendix.

 

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things,  risks associated with the oil and gas industry in general (e.g. operational risks in exploration, development and production; the uncertainty of reserve estimates; and health, safety and environmental risks), constraint in the availability of services or equipment, negative effects of the COVID-19 pandemic, commodity price fluctuations, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.

 

As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

 

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to buy New Ordinary Shares in the Fundraise must be made solely on the basis of information contained in this Announcement.

 

This Announcement has not been approved by any competent regulatory authority. Canaccord is nominated adviser to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.

 

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of its ‎affiliates or their affiliates' agents, directors, officers and employees, respectively, as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral ‎information made available to or publicly available to any interested party or its advisers, and any ‎liability therefor (whether in tort, contract or otherwise) is expressly disclaimed.

 

The responsibilities of Canaccord as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

 

No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

 

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord or by any of its affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

 

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

 

General

 

By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. Upon being notified of its allocation of Placing Shares, a Placee who chooses to participate in the Placing by making an oral and legally binding offer shall be contractually committed to acquire the number of placing shares allocated to it and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

 

Details of the Placing Agreement and the Placing Shares

 

The Company and Canaccord have entered into the Placing Agreement, pursuant to which, Canaccord has, subject to the terms and conditions set out in that agreement, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.

 

The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

 

The Placing is not being underwritten.

 

The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and rank pari passu in all respects with each other and with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the New Ordinary Shares after Admission.

 

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

 

Application for Admission

 

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 13 December 2021 or such later date as Canaccord and the Company may agree in writing).

 

Bookbuilding Process

 

Commencing today, Canaccord will be conducting a Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, Canaccord will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

 

Participation in, and principal terms of, the Bookbuilding Process

 

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by Canaccord. Canaccord and Canaccord Affiliates (as defined below) are entitled to participate as Placees in the Bookbuilding Process.

 

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.

 

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 10.00 a.m. tomorrow, but may be closed at such earlier or later time as Canaccord may, in its absolute discretion (after consultation with the Company), determine. A further announcement will be made by the Company following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

 

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with Canaccord's consent, will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Canaccord. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, Canaccord will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Canaccord's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Canaccord pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by Canaccord to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

 

Canaccord reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Canaccord also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Canaccord, after consultation with the Company.

 

Each Placee's obligations will be owed to the Company and to Canaccord. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Canaccord, as agent of the Company, to pay to Canaccord (or as Canaccord may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

 

To the fullest extent permissible by law, neither Canaccord nor any Canaccord Affiliate, nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Canaccord, any Canaccord Affiliate nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Canaccord may determine.

 

All obligations of Canaccord under the Placing will be subject to fulfilment of the conditions referred to in this Announcement (including without limitation those referred to below under "Conditions of the Placing") and the Placing Agreement not having been terminated in accordance with its terms. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

 

The obligations of Canaccord under the Placing Agreement are conditional, among other things, upon:

 

(a)  the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b)  each of the Bond Documents having been duly executed and entered into by each of the parties to it, and the obligations thereunder of the Bondholder to subscribe for the Convertible Bonds having become unconditional in all respects (save in respect of the conditions related to no material adverse event and no breach of warranty or covenant or potential event of default having occurred before completion of the Convertible Bond issuance and the delivery of a customary legal opinion and a closing certificate and Admission of the New Ordinary Shares having occurred) and the Bond Documents not having been terminated, rescinded, repudiated or otherwise ceasing to be in full force and effect;

(c)  the warranties on the part of the Company contained in the Placing Agreement being true and accurate on and as of the date of the Placing Agreement and on Admission;

(d)  the Company having provided  evidence satisfactory to Canaccord that it has received in cleared funds the proceeds of the Subscription by no later than 12.00 pm on the Business Day prior to Admission;

(e)  the obligations of Canaccord not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and

(f)  Admission of the Placing Shares occurring not later than 8.00 a.m. on 13 December 2021 or such later time and/or date as Canaccord and the Company may agree (but in any event not later than 8.00 a.m. on 24 December 2021).

 

If (a) any of the Conditions of the Placing Agreement are not fulfilled or to the extent permitted under the Placing Agreement waived by Canaccord, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof.

 

Canaccord, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

 

None of Canaccord, any Canaccord Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Pantheon Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

 

By participating in the Placing, each Placee agrees that Canaccord's rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

 

Right to terminate under the Placing Agreement

 

Canaccord has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that:

 

1.  any of the warranties given in the Placing Agreement are not true and accurate when given at the date of the Placing Agreement or would not be true and accurate when repeated, which Canaccord considers to be material in the context of the Placing;

2.  the Company has failed to comply, in any material respect, with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including MAR and the AIM Rules) in relation to the Placing;

3.  any of the Bond Documents having been terminated, rescinded, repudiated or otherwise ceasing to be in full force and effect or any condition to the obligation of the Bondholder to subscribe for the Convertible Bonds being incapable of being satisfied or (in respect of any such condition that is to be satisfied prior to Admission) not having been satisfied or (where applicable) waived by the relevant party;

4.  there has been any adverse change in, or any development reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights or results of operations which is material in the context of the Company, taken as a whole; or

5.  there has been a general moratorium on commercial banking activities in the United Kingdom, a change or the introduction of any law, regulation or policy which in Canaccord's reasonable opinion is likely to materially and adversely affect the market's position or prospects of the Company taken as a whole or any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in Canaccord's reasonable opinion is materially adverse.

 

By participating in the Placing, each Placee agrees with Canaccord that the exercise by Canaccord of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord and that Canaccord need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Canaccord, any Canaccord Affiliate nor any Pantheon Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

 

No Admission Document or Prospectus

 

No admission document, offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement and in any Exchange Information.

 

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Canaccord and the Company that it has not relied on any information, representation, warranty or statement made by or on behalf of Canaccord (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Canaccord Affiliate, any persons acting on its or their behalf or the Company or any Pantheon Affiliate and none of Canaccord, any Canaccord Affiliate, any persons acting on their behalf, the Company, any Pantheon Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Canaccord for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

 

Registration and settlement

 

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. Canaccord reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as Canaccord may deem necessary, including, without limitation, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

 

The expected timetable for settlement will be as follows:

 

Trade Date

8 December 2021

Settlement Date

13 December 2021

ISIN Code

GB00B125SX82

SEDOL

B125SX8

Deadline for input instruction into CREST

4:35 p.m. on 10 December 2021

CREST ID for Canaccord

805

 

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee (in pounds sterling) to Canaccord and settlement instructions. Placees should settle against the Canaccord CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Canaccord.

 

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Canaccord.

 

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of HSBC Bank Plc.

 

Each Placee is deemed to agree that if it does not comply with these obligations, Canaccord may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the Company's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf and shall indemnify Canaccord and the Company on demand in respect of any such amounts.

 

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

 

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to any levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Canaccord nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

 

Representations, warranties and further terms

 

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

 

1.  represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

 

2.  acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

 

3.  agrees to indemnify on an after-tax basis and hold harmless each of the Company, Canaccord, Canaccord Affiliates and Pantheon Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

 

4.  acknowledges that the Placing Shares will be admitted to trading on AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and MAR and other applicable laws and regulations (the "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information without undue difficulty, is aware of the contents of the Exchange Information;

 

5.  acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

 

6.  agrees that it has no rights against Canaccord or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 and that the exercise by Canaccord of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Canaccord and that Canaccord need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Canaccord, any Canaccord Affiliate nor any Pantheon Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise;

 

7.  acknowledges that none of Canaccord, any Canaccord Affiliate or any person acting on their behalf has provided, and will not provide, it with any material or information regarding the Placing Shares or the Company; nor has it requested any of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf to provide it with any such material or information;

 

8.  acknowledges that (i) none of Canaccord or any Canaccord Affiliate or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Canaccord and that Canaccord does not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, agreements, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect Canaccord to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that Canaccord is not acting for it or its clients, and that Canaccord will not be responsible to any person other than the Company for providing protections afforded to its clients;

 

9.  acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement  and the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any other information whatsoever and in particular it is not relying on any investigation that Canaccord, any Canaccord Affiliate or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

 

10.  acknowledges: (i) it has sufficient knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing; (iii) it has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations; and (iv) it has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

 

11.  unless paragraph 12 applies, represents and warrants that it has neither received nor relied on any inside information for the purposes of MAR and section 56 of the Criminal Justice Act 1993 ("CJA") in relation to the Company or its participation in the Placing;

 

12.  it acknowledges and agrees that, if it has received any inside information (for the purpose of MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

 

13.  acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and in any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

 

14.  acknowledges that: it has not relied on any information relating to the Company contained in any research reports prepared by Canaccord or any Canaccord Affiliate or any person acting on their behalf and understands that (i) none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf has or shall have any liability for any public information relating to the Company or otherwise or any representation; (ii) none of Canaccord, nor any Canaccord Affiliate, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of Canaccord, nor any Canaccord Affiliate, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

 

15.  represents and warrants that (i) it is permitted to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, Canaccord or any Canaccord Affiliate or Pantheon Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

 

16.  represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

 

17.  represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" in the United States as defined in Regulation S;

 

18.  represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

 

19.  represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for Placing Shares is, and at the time it subscribes for the Placing Shares will be either (a) outside the United States of America and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (b) if in the United States of America, a qualified institutional buyer within the meaning of Rule 144A under the Securities Act) and will have duly executed an investor letter in a form provided to it;

 

20.  represents and warrants that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States of America;

 

21.  represents and warrants that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares;

 

22.  represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

 

23.  represents and warrants that, where it is resident in Australia, it is a person who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and it acknowledges that no document is being lodged with ASIC;

 

24.  represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Regulation other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation; or persons in the United Kingdom other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation; or in circumstances in which the prior consent of Canaccord has been given to such an offer or resale;

 

25.  represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares: (i) to the public in any member state of the European Economic Area or (ii) to the public in the United Kingdom, except (in each case) in circumstances falling within Article 1(4) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation;

 

26.  represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this Announcement has not been approved by Canaccord in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person

 

27.  represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

 

28.  represents and warrants that it has complied with its obligations; under the CJA and MAR, and, in connection with the laws of all relevant jurisdictions which apply to it, it has complied, and will fully comply, with all such laws (including where applicable, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017) and, to the extent applicable, any related or similar rules, regulations of any body having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i), (ii), (a) and (b), together, the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

 

29.  if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, and (c) it is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, acting as principal or in circumstances to which section 86(2) of FSMA applies, and (d) it is person to whom this Announcement may otherwise lawfully be communicated;

 

30.  represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers;

 

31.  undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by Canaccord (or on its behalf) to it in respect of its allocation of Placing Shares and its participation in the Placing on the due time and date set out therein (or as otherwise notified by Canaccord) against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Canaccord may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf and shall indemnify on an after-tax basis and hold harmless the Company and Canaccord in the event that any of the Company or any Pantheon Affiliate or Canaccord or any Canaccord Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax;

 

32.  acknowledges that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of Canaccord, nor any Canaccord Affiliate nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Canaccord's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

 

33.  undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Canaccord nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Canaccord which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

 

34.  acknowledges that it irrevocably appoints any director of Canaccord as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable the Placing Shares allocated to it and agreed to be taken up by it under the Placing to be credited to the CREST stock account it has specified or for it to be registered as the holder of any of the Placing Shares allocated to it and agreed to be taken up by it under the Placing;

 

35.  represents and warrants that it is not a resident of Canada, Japan, New Zealand, Russia or the Republic of South Africa and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be approved, registered or published in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

 

36.  represents and warrants that any person who confirms to Canaccord on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Canaccord to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

 

37.  acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Canaccord will be responsible. If this is the case, the Placee should take its own advice and notify Canaccord accordingly;

 

38.  acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Canaccord, any money held in an account with Canaccord on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA and that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated in accordance with the client money rules and will be used by Canaccord in the course of its business; and the Placee will rank only as a general creditor of Canaccord (as the case may be);

 

39.  acknowledges and agrees that in order to ensure compliance with the Regulations, Canaccord (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Canaccord or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Canaccord's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Canaccord's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Canaccord (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, Canaccord and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

 

40.  acknowledges that the basis of allocation will be determined by Canaccord and the Company at their absolute discretion and that the right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

 

41.  irrevocably authorises the Company and Canaccord to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

 

42.  acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms and conditions set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Canaccord's conduct of the Placing;

 

43.  acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;

 

44.  acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Canaccord;

 

45.  acknowledges and agrees that it will be bound by the terms of the Articles and that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA ;

 

46.  acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing and any non-contractual obligations arising out of or in connection with such agreements will be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or matter arising out of or in connection with any such agreements and any non-contractual obligations arising out of or in connection with such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

 

47.  acknowledges and understands that the Company, Canaccord, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements.

 

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Canaccord (for their own benefit and, where relevant, the benefit of any Canaccord Affiliate or Pantheon Affiliate and any person acting on their behalf) and are irrevocable.

 

No claim shall be made against the Company, Canaccord, any Canaccord Affiliate, any Pantheon Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission, to the extent permitted under English law.

 

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

 

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Canaccord will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Canaccord in the event that any of the Company or any Pantheon Affiliate or Canaccord or any Canaccord Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

 

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

 

References to time in this Announcement are to London time, unless otherwise stated. All times and dates in this Announcement may be subject to amendment. Canaccord shall notify the Placees and any person acting on behalf of the Placees of any such changes.

 

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Canaccord or any Canaccord Affiliate may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

 

The rights and remedies of Canaccord and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

 

Each Placee may be asked to disclose in writing or orally to Canaccord and, if so, undertakes to provide:

 

(a) if he is an individual, his nationality; 

(b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned; and

(c) such other "know your client" information as Canaccord may reasonably request.

 

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

 

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Canaccord.

 

 

DEFINITIONS

 

The following definitions apply throughout this Announcement, unless the context requires otherwise:

 

Admission

admission of the New Ordinary Shares of the Company to trading on AIM becoming effective in accordance with Rule 29 of the AIM Rules

 

 

AIM

the market of that name operated by the London Stock Exchange

 

 

AIM Rules

the AIM Rules for Companies and the AIM Rules for Nominated Advisers

 

 

AIM Rules for Companies

the rules for companies whose securities are admitted to trading on AIM published by the London Stock Exchange as amended from time to time

 

 

AIM Rules for Nominated Advisers

the rules for nominated advisers to companies whose securities are admitted to trading on AIM published by the London Stock Exchange as amended from time to time

 

 

Announcement

this announcement, including the Appendix

 

Articles

the articles of association of the Company from time to time

 

 

Board

the board of directors of the Company from time to time

 

 

Bond Documents

(i) the committed purchase agreement  dated 7 December 2021 between the Company and the Bondholder providing for, among other things, the terms on which the Bondholder agrees to subscribe for and purchase the Convertible Bonds and constituting and including the terms and conditions of the Convertible Bonds; and (ii) the calculation agency agreement dated 7 December 2021 between the Company, the Bondholder and the calculation agent) providing for the terms on which such agent shall make determinations and calculations required in connection with the Convertible Bonds

 

 

Bondholder or Convertible Bond Investor

a fund advised by Heights Capital Ireland LLC   

 

 

Bookbuilding Process

the accelerated bookbuild process run by Canaccord to determine demand for participation in the Placing by potential Placees at the Issue Price

 



CA 2006

the Companies Act 2006, as amended

 



Canaccord

Canaccord Genuity Limited, the Company's nominated adviser and broker

 



Canaccord Affiliate

any subsidiary of Canaccord, any branch or associated undertaking of Canaccord, any entity controlled by Canaccord (control for these purposes meaning the power to direct or cause the direction of the management, policies or activities of a person, whether through the ownership of securities, by contract or agency or otherwise) or any of their respective directors, officers, employees, agents or advisers

 

Convertible Bonds

the up to US$55 million convertible bonds due 2026 in the capital of the Company to be issued to the Bondholder pursuant to the Bond Documents

 



City Code

the City Code on Takeovers and Mergers

CJA

the Criminal Justice Act 1993

Company or Pantheon

Pantheon Resources plc, incorporated and registered in England and Wales (with registration number 05385506), whose registered office is at 6th Floor 60 Gracechurch Street, London, United Kingdom, EC3V 0HR

 



CREST

the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the holding and transfer of title to shares in uncertificated form

 



CREST Regulations

the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755) and any modification thereof or any regulations in substitution thereof for the time being in force

Directors

the directors of the Company as at the date of this Announcement

 

Euroclear

Euroclear UK & Ireland Limited, a company incorporated in England and Wales and the operator of CREST

 



EUWA

the European Union (Withdrawal) Act 2018, as amended

 

Existing Ordinary Shares

the 696,208,674 Ordinary Shares in issue at the date of this Announcement

 



FCA

the Financial Conduct Authority of the United Kingdom

 



FPO

the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

 

 

FSMA

the Financial Services and Markets Act 2000, as amended

 

 

Fundraise

the Placing and the Subscription

 

 

Group

the Company and its subsidiaries from time to time

 



Issue Price

65 pence per New Ordinary Share

 



London Stock Exchange

London Stock Exchange plc

 

 

MAR

the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the EUWA)

 

 

New Ordinary Shares

the Placing Shares, the Subscription Shares and the Retail Offer Shares

 

 

Ordinary Shares

ordinary shares of 1 pence each in the capital of the Company

 

 

Overseas Shareholder

holders of Existing Ordinary Shares who are neither resident in, nor have a registered address in, the UK

 

 

Pantheon Affiliate

the Company, any subsidiary of the Company, any branch, affiliate or associated undertaking of any such company and any of their respective directors, officers and employees

 

 

Placees

subscribers for Placing Shares pursuant to the Bookbuilding Process

 

 

Placing

the proposed placing to institutional investors of new Ordinary Shares by Canaccord on behalf of the Company pursuant to the Bookbuilding Process

 

 

Placing Agreement

the agreement dated 7 December 2021 between the Company and Canaccord relating to the Placing

 

 

Placing Shares

the number of new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the Placing with the actual number set out in the Placing Results Announcement

 

 

Prospectus Regulation

(i) EU Prospectus Regulation 2017/1129 and includes any relevant implementing directive measure in any member state; or (ii) EU Prospectus Regulation 2017/1129, as it forms part of domestic UK law pursuant to the EUWA (as the context requires)

 



Qualified Investors

persons falling within the meaning of Article 2(e) of the Prospectus Regulation

 

 

Regulatory Information Service

has the same meaning as in the AIM Rules

 

 

Restricted Jurisdiction

each and any of the United States of America, Australia, Canada, Japan, New Zealand, Russia and the Republic of South Africa

 

 

Securities Act

the US Securities Act of 1933, as amended

 

 

Shareholders or member

holders of Existing Ordinary Shares in the Company

 

 

Subscribers

subscribers for the Subscription Shares

 

 

Subscription

the proposed subscription by certain individuals and institutions of new Ordinary Shares arranged by the Company pursuant to the Subscription Agreements

 

 

Subscription Agreements

the agreements between the Company and the Subscribers relating to the Subscription

 

 

Subscription Shares

new Ordinary Shares to be issued by the Company at the Issue Price pursuant to the Subscription

 

 

Subsidiary and subsidiary undertaking

 

have the meanings given to them by CA 2006

 

 

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland

 

 

uncertificated or in uncertificated form

recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

 

 

US or United States

the United States of America, its territories and possessions, any state of the United States of America and the district of Columbia and all other areas subject to its jurisdiction

 

 

Unless otherwise indicated, all references in this Announcement to "GBP", "£", "pounds sterling", "pounds", "sterling", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "$", "US$", "USD" or "US dollars" are to the lawful currency of the United States.

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