Pantheon Announces Tender Offer

Source: www.gulfoilandgas.com 9/25/2023, Location: Europe

Highlights:
Tender offer, by way of reverse auction, for up to 150,000,000 at the Strike Price
Price levels for the tender offer from 280p to 315p, in 2.5p increments
Tender closes on Tuesday, 17 October 2023

Introduction
The Company announced on 3 August 2023, on publication of its annual results for the period ending 31 May 2023, its intention to invest up to 200,000,000 in the Company's portfolio by buying back its own Ordinary Shares during the financial year to 31 May 2024. The Company has since undertaken a number of market purchases of its Ordinary Shares for a total aggregate consideration of approximately 7.345 million at prices between 269.5 pence and 281.5 pence per Share.

The Directors would now like to ensure that all Shareholders (other than those in Restricted Territories) who may wish to obtain liquidity for all or part of their shareholding have the opportunity to do so. The Company will therefore undertake a tender offer, which will be conducted as a reverse auction, for up to 150,000,000 in value (at the Strike Price) of Ordinary Shares (the "Tender Offer"). Shareholders who tender their Ordinary Shares at or below the Strike Price will be able to realise their investment in the Company in accordance with the terms of the Tender Offer. Shareholders who do not elect to tender their Shares will benefit from the NAV accretion of the Company repurchasing its own Ordinary Shares at a material discount to NAV. The Board of Directors unanimously believe that the Tender Offer represents an effective way for the Company to invest in its own portfolio at scale.

The Tender Offer will be made under the Buyback Authority granted by the Shareholders at the Company's annual general meeting held on 18 October 2022. Following completion of the Tender Offer, the balance of the 200,000,000, to the extent not used in undertaking share buybacks prior to publication of the Circular or under the Tender Offer, will be available for further share buybacks until the financial year end under the Company's general authority to repurchase Ordinary Shares, which will be refreshed at the forthcoming Annual General Meeting of the Company on 19 October 2023.

The Company has today published a circular to shareholders (the "Circular") which contains further details of the Tender Offer, together with details of how Shareholders can tender Ordinary Shares for purchase, if they wish to do so.

Investec Bank plc and J.P. Morgan Securities plc are acting as Joint Tender Managers in respect of the Tender Offer.

Description of the Tender Offer
Shareholders (other than Restricted Shareholders) who wish to participate in the Tender Offer must specify the minimum price or prices at which they are willing to sell some or all of their Ordinary Shares in the Tender Offer by reference to the price levels set out in the Circular. The price levels are between 280 pence per Ordinary Share and 315 pence per Ordinary Share in 2.5 pence increments. However, Shareholders may tender Ordinary Shares at differing price levels should they wish to do so. Shareholders cannot make tenders in aggregate in respect of more Ordinary Shares than they own. All Ordinary Shares acquired in the Tender Offer will be acquired at the same price (being the Strike Price) for cash in GBP. The Strike Price will be determined by the Receiving Agent, in conjunction with the Joint Tender Managers, to be the lowest price at which the Company is able to acquire 150,000,000 of Ordinary Shares, or (if insufficient Ordinary Shares are validly tendered to allow the Company to acquire 150,000,000 in value of Ordinary Shares) the total amount of Ordinary Shares tendered to it.

Valid tenders made below the Strike Price will be accepted in full, whilst valid tenders made at the Strike Price will be scaled back pro rata to the number of Ordinary Shares validly tendered at the Strike Price and valid tenders made at prices above the Strike Price will be rejected in their entirety.

Shareholders (other than Restricted Shareholders) on the Register on the Record Date are being invited to tender for sale some or all (subject to the overall size limit of the Tender Offer) of their Ordinary Shares to the Joint Tender Managers who will, as riskless principals, purchase at the Strike Price the Ordinary Shares validly tendered (subject to the overall limit of the Tender Offer). All Ordinary Shares purchased by the Joint Tender Managers will be repurchased by the Company for cancellation. All transactions will be carried out on the London Stock Exchange.

The Tender Offer is made subject to the terms and conditions set out in Part IV of the Circular. Further information about the calculation of the Strike Price, the procedure for tendering Ordinary Shares in the Tender Offer and other important details of the Tender Offer are set out in Part III of the Circular.

No Director of the Company will be tendering any of their Ordinary Shares under the Tender Offer.


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