16 May 2024
For
immediate release
The
information contained in this announcement is restricted and is not
for publication, release or distribution in the United States of
America, Canada, Australia (other than to persons who are both
wholesale clients and professional or sophisticated investors in
Australia), Japan, the Republic of South Africa or any other
jurisdiction where its release, publication or distribution is or
may be unlawful.
Pantheon International
Plc
("PIP" or the
"Company")
Capital Allocation
Policy
The Company is providing details
today of its Capital Allocation Policy ("CAP"). This forms the
second step of the Company's previously announced three-step
programme of shareholder-focused corporate strategy and will take
effect from the start of the Company's new financial year on 1 June
2024. The first step - the repurchase of up to £200m of its own
shares by the end of PIP's current financial year - has almost
reached completion. As at 15 May 2024, £189.6m has been invested in
share repurchases during this financial year resulting in an uplift
of c.4.5% to the March NAV. Any unused balance of the allocated
£200m that remains at the end of the current financial year will be
rolled over into the CAP.
PIP's CAP, which has been approved by the Board of PIP, has been
designed to capture on behalf of shareholders the exceptional value
available by investing in the Company's own portfolio when its
shares are trading at a significant discount to NAV. The CAP will
be implemented without compromising the Company's investment
strategy, portfolio composition or balance sheet. Depending on the
prevailing level of discount on the shares, the Board intends to
allocate a portion of Adjusted Net Portfolio Cashflow ("aNPC") to
share repurchases. For this purpose, aNPC is defined as
distributions from PIP's underlying portfolio less calls and
ongoing charges, less expected near term cash outflows (including
debt principal repayments due in the next six months). The aNPC
will be assessed at the end of each of PIP's financial quarters and
will be based on actual distributions, calls and ongoing charges on
a rolling 12-month look-back basis. The reference discount will be
calculated using the spot share price as at the financial quarter
end relative to the corresponding, published quarter-end NAV. The
first calculation will be made for the quarter ending 31 May
2024.
With effect from 1 June 2024, the tiered CAP will be applied as
follows:
Discount
|
Adjusted Net Portfolio Cashflow allocated to share
buybacks
|
>50%
|
51% to 75%
|
30% - 49%
|
26% to 50%
|
20% - 29%
|
Up to 25%
|
The share repurchases will be
conducted within the limits approved by shareholders at the
Company's Annual General Meetings ("AGM"). At the Company's most
recent Annual General Meeting, held on 19 October 2023,
shareholders authorised PIP to repurchase up to 14.99% of its
issued share capital at the time. As at today's date, the Company
has authority to purchase a further 69,186,434 shares prior to the
next AGM which will be held in October.
The PIP Board remains committed to
putting shareholders' interests first and therefore intends to
preserve flexibility in its ability to carry out share repurchases.
At its discretion and according to the opportunity at the time, the
Board may for example invest in buying back the Company's shares
including when they trade at a discount that is below 20% or invest
more than 75% of the aNPC if the discount is above 50%. The CAP
will be reviewed on a regular basis by the Board to ensure that it
remains appropriate for the Company and with consideration of the
prevailing market conditions.
The Company's CAP has been carefully
constructed to take into account PIP's overall financial position
which continues to be prudently managed. As per its investment
policy, PIP may borrow to make investments and typically uses its
borrowing facilities to manage its cash flows flexibly, enabling
the Company to make investments as and when suitable opportunities
arise, and to meet calls in relation to existing investments
without having to retain significant cash balances for such
purposes. The Board currently does not expect net leverage to
exceed 10% of NAV under normal market conditions.
PIP's investment objective is to
maximise returns for shareholders over the long term by investing
in high-growth private companies backed by many of the best private
equity managers in the world. Indications are that optimism is
starting to return to the private equity market and that M&A
activity is gradually recommencing. This should provide a boost to
the muted exit environment that has been experienced over the
recent period and result in a renewed flow of private equity
transactions. Since PIP primarily invests directly into the deals
sourced for it by Pantheon, and with c.54% of its underlying
portfolio invested directly into companies rather than funds, the
Company is able to substantially control deployment to its
advantage, manage liquidity, and actively shape its portfolio
through what it deems to be the best use of capital at any given
time. PIP will continue to invest in exciting new private equity
opportunities, capable of generating market-beating returns over
the long term, alongside share buybacks.
John Singer CBE, Chair of PIP, commented: "Following the
successful launch of our significant share repurchase programme,
which has been regarded as a turning point for putting
shareholders' interests first in the listed private equity sector,
the Board is delighted to share PIP's capital allocation policy
where we have committed to use distributions from PIP's
underlying portfolio to invest in the Company's own portfolio when
its shares are trading at a significant discount to NAV. As well as
enhancing shareholder returns, we believe that our commitment to
ongoing share repurchases demonstrates the Board's continued
confidence in the quality of PIP's underlying portfolio. We have
already welcomed some new shareholders on to PIP's refreshed share
register and we look forward to building on this as we embark on
step three of our programme, which will focus on stimulating demand
for PIP amongst a wider set of investors."
This announcement contains
inside information within the meaning of Article 7(1) of the EU
Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK
version of EU MAR as it forms part of UK Law by virtue of the
European Union (Withdrawal) Act (as amended).
Ends
LEI: 2138001B3CE5S5PEE928
For more information please
visit PIP's website at www.piplc.com or contact:
Chair of
PIP
John Singer CBE, Chair of PIP, can be contacted via the Company
Secretary: pip_cosec@linkgroup.co.uk.
Pantheon
Helen Steers / Vicki
Bradley
Tel: +44 20 3356 1800
Jie Gong
Tel: +65 6027 1060
Follow us on LinkedIn: https://www.linkedin.com/company/pantheon-international-plc
NOTES
PIP
PIP is a FTSE 250 private equity
investment trust, overseen by an experienced, independent Board of
Directors and managed by Pantheon, one of the leading private
equity investment managers in the world. PIP provides investors
with liquid access to a global portfolio of fast-growing private
companies that are managed by many of the best private equity
managers worldwide. Through its flexible investment approach, PIP
focuses on high quality, profitable businesses in resilient sectors
that can weather a range of macroeconomic environments. PIP has a
track record of NAV outperformance over the long term and manages
risk strategically through diversification and rigorous investment
selection, based on Pantheon's extensive experience, international
platform and robust investment due diligence processes.
Pantheon
PIP is managed and advised by
Pantheon, a specialist global private markets investor. Pantheon
has been at the forefront of private markets investing for more
than 40 years, earning a reputation for providing innovative
solutions covering the full lifecycle of investments, across
private equity, real assets and private credit. The firm has
partnered with more than 1,000 clients, with approximately
$62bn in discretionary assets under
management (as at 30 September 2023).
Important
Information
A
copy of this announcement will be available on the Company's
website at www.piplc.com. Neither the content of the Company's website, nor the content
on any website accessible from hyperlinks on its website for any
other website, is incorporated into, or forms part of, this
announcement nor, unless previously published by means of a
recognised information service, should any such content be relied
upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, securities in the
Company.
John Singer CBE
Chair, Pantheon International Plc
Broadwalk House, Southernhay West, Exeter, Devon EX1
1TS