Half-yearly Report
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
HALF YEARLY FINANCIAL REPORT: 31ST DECEMBER 2009
FINANCIAL SUMMARY
HIGHLIGHTS 31ST DEC 2009 30TH JUNE 2009 CHANGE
Summary of results
NAV per share 844.6p 773.6p 9.2%
Net assets £560.8m £513.6m 9.2%
Ordinary shares
Share price 425.0p 295.3p 43.9%
Discount to NAV 49.7% 61.8%
Redeemable shares
Share price 420.0p 350.0p 20.0%
Discount to NAV 50.3% 54.8%
Investment activity
Invested in private equity assets £37.4m
Received from private equity assets £32.0m
1 YEAR 3 YEARS 5 YEARS 10 YEARS
PERFORMANCE % % P.A % P.A % P.A
NAV per share (25.0) 0.7 7.8 6.7
Ordinary share price 77.1 (19.5) (4.2) 1.8
FTSE All-Share Total Return 30.1 (1.3) 6.5 1.6
MSCI World Total Return
(sterling) 18.1 1.2 6.1 0.2
PIP was launched on 18th September 1987. £1,000 invested at inception, assuming
reinvestment of dividends and capital repayments, would have been worth £5,970
at 31st December 2009.
CAPITAL STRUCTURE
Ordinary shares 37,521,013
Redeemable shares 28,871,255
Total 66,392,268
HISTORICAL DATA
ORDINARY PRIVATE
NAV PER SHARE EQUITY OUTSTANDING
NAV* SHARE PRICE PORTFOLIO COMMITMENTS
(£M) (PENCE) (PENCE) (£M) (£M)
Interim period ended 31st 560.8 844.6 425.0 694 359
December 2009
Financial year end (30th
June):
2009 513.6 773.6 295.3 648 428
2008 736.1 1,108.7 750.0 806 641
2007 610.3 919.2 917.5 527 528
2006 441.0 796.8 726.5 372 365
2005 381.5 657.9 650.5 315 245
2004 245.2 572.5 463.0 233 137
2003 220.9 546.8 447.0 237 158
2002 196.4 541.6 486.5 175 138
2001 206.1 669.1 574.0 201 138
2000 161.3 599.9 457.5 140 77
1999 145.8 405.6 302.5 78 45
1998 131.3 368.6 294.5 79 50
1997 116.8 328.4 270.0 73 47
1996 106.2 302.5 225.0 48 25
1995 86.9 255.1 207.5 33 8
1994 47.4 239.6 176.5 42 7
1993 30.8 195.5 172.5 28 1
1992 21.3 139.7 93.5 28 0
1991 21.0 129.1 86.5 31 1
1990 20.2 126.7 80.5 32 2
1989 16.7 120.9 95.0 25 2
1988 12.4 102.5 75.0 2 0
* Includes participating loan notes in issue between 2000 and 2004.
CHAIRMAN'S STATEMENT
PIP's net asset value ("NAV") per share increased by 9% to 844.6p in the six
months to 31st December 2009. Private equity valuations have been helped by the
stock market rally and the stabilisation of the wider economy.
Over the six months to 31st December 2009, the ordinary share price increased
by 44% due to both the performance of the Company's net assets and a narrowing
of the discount from 62% to 50%. Whilst the discount is broadly in line with
the rest of the listed private equity fund of funds sector, cautious market
sentiment prevents the price from reflecting the recent improvement in the
Company's financial position and quality of the underlying portfolio.
Earlier in 2009 PIP disposed of a number of fund interests in order to improve
liquidity. These transactions have now been completed. The Board is therefore
confident that the Company has sufficient financial resources to meet its
commitments for the foreseeable future, and thereby take advantage of what may
be an attractive investment period.
In the six months to 31st December 2009 the NAV increased by £47m. Reported
gains by general partners and listed securities amounted to £36m. An additional
£17m gain was due to the effects of foreign exchange movements on the Company's
portfolio and cash balances. These gains were partially offset by interest and
expenses.
INVESTMENT ACTIVITY
The six months to 31st December 2009 has seen most economies stabilising and
some improvements in the availability of financing. As a result, levels of both
new investments and realisations in the private equity industry have increased
from their lows during the depths of the financial crisis. During the December
quarter, the Company experienced an increase in call rates and, more notably,
distribution rates. In particular, PIP's US venture portfolio saw an increase
in distributions, driven primarily by activity from corporate buyers. A
sustained recovery in activity and realisation levels will depend on economic
performance, the outlook for which remains uncertain.
In the six months to 31st December 2009, PIP invested £37m in underlying
private equity assets. Of this amount, £29m was paid to meet investment calls
arising from PIP's primary commitments and £8m to pay for calls from the
secondary portfolio. The total amount of cash distributed to PIP as a result of
investment realisations during the period was £32m. Of this amount, £10m came
from the primary portfolio with £22m arising from the secondary portfolio. In
total PIP received distributions from more than 150 different funds,
demonstrating that a well diversified mature portfolio can consistently produce
significant realisation activity.
COMMITMENTS
The Company made no new commitments in the six months to 31st December 2009.
Outstanding commitments decreased by £69m to £359m. The Company paid calls of £
37m and disposed of fund interests with £41m of outstanding commitments. These
reductions were partially offset by the weakening of sterling versus the US
dollar and euro.
The Company will only resume its commitment programmes after there has been a
sustained recovery in the level of distributions or additional financing has
been obtained.
MARKET REVIEW AND PROSPECTS
The six month period to 31st December 2009 has seen a rally in stock markets,
driven by an unprecedented injection of liquidity by governments and a more
stable world economy. As investor sentiment improved, M&A and IPO markets
started to show some signs of a recovery.
However, it is likely to be some time before we see a sustained improvement in
the economic environment. The government debt levels of many developed nations
have increased to historically high levels, and the world economy remains in a
fragile state. The timing of monetary tightening and the long road to reducing
deficits will be key themes for some quarters and years to come.
As a result of the recent stabilisation in financial markets, we have seen an
increase in investment activity. Debt is available again, albeit at much lower
volumes than before the crisis. This has facilitated an increase in buyout
activity, but typically with a higher proportion of equity. In general, there
still remains a gap between the price expectations of buyers and sellers,
although this disconnect is beginning to narrow. PIP is well positioned, via
its outstanding commitments to a diversified selection of high quality
managers, to take advantage of a continued recovery in investment levels and to
participate in the market throughout the current cycle.
There has also been a significant increase in realisation activity in the
latter part of the period, principally as a result of increased activity in the
M&A markets. In particular, the Company received a number of notable
distributions from its venture portfolio. A number of our portfolio companies
are potential IPO candidates, and we hope to see more activity in the remainder
of the year. We hope also to see a continuation of realisations from M&A, as
large corporate acquirers with strong balance sheets look to consolidate or buy
niche technology providers.
The FTSE All-Share and MSCI World (sterling) total return indices were up 29%
and 25% during the six months to 31st December 2009. Buyout assets, which are
valued with reference to earnings and the valuation multiples of listed market
comparables, have seen moderate gains in the past two quarters. However, it is
possible that the recent government liquidity programmes, which have played
some part in the stock market rally, will come to an end in the near future.
The sheer scale of the de-leveraging process across the global economy is
likely to hinder a significant recovery.
PIP's buyout exposure is biased towards the small/middle market, which
generally employed lower levels of leverage than the largest, well publicised
private equity transactions of the past few years. The maturity of the venture
and growth portfolio, with over 60% of value in vintages that are five years or
older, increases the potential for distributions in the near term. Furthermore,
PIP's portfolio has a lower weighting than most major indices to many of those
sectors, such as financials, property, automobiles and basic resources, which
have fared particularly badly since the beginning of the financial crisis.
CAPITAL STRUCTURE AND FINANCING
In 2008, PIP issued £49.5m of unsecured subordinated loan notes (the "Notes")
to institutional investors who had previously entered into "standby" agreements
to subscribe, if called upon by PIP to do so, for new redeemable shares. In the
event of a drawdown by the Company under a "standby" agreement from an
institutional investor who is a Noteholder, the Company shall repay an
equivalent amount on the Notes held by such investor (or such lesser amount as
is outstanding). The Company has commitments from institutional investors under
"standby" agreements to subscribe a total of £150m for new redeemable shares.
In the prior financial year, the Company entered into agreements with a number
of parties to sell fund interests, some of which remained uncompleted by 30th
June 2009. All of the uncompleted sales at 30th June 2009, with the exception
of one small transaction that was closed in January 2010, were completed in the
in the six months to 31st December 2009. During the period, completed sales
resulted in £12m of cash proceeds and a reduction of outstanding commitments by
approximately £41m.
At 31st December 2009, PIP had £176.3m of available financing, comprising £
45.8m cash, £30.0m of unutilised bank loan facility and £100.5m of unutilised
standby financing. The sum of the Company's available financing (£176.3m) and
its portfolio of assets (£694m) exceeded its outstanding commitments (£359m) by
a multiple of 2.4 times, up from 1.9 times as at 30th June 2009.
On 11th February 2010 the Company announced the re-denomination of its £150m
revolving credit facility into dollars and euros to better match the foreign
exchange profile of its future cash requirements.
OUTLOOK
In addition to private equity managers' close focus on cost control and debt
management, the recent increase in the value of comparable quoted companies
should provide some support to valuations in the near future. We are encouraged
by the economic recovery and improvement of investor sentiment seen in the
first half of our financial year. We also expect to see a continuation of the
recent increase in investment and realisation activity.
That said, there is a risk that GDP and earnings growth will be constrained if
the effects of the de-leveraging process prove to be troublesome and
long-lasting. The potential effects of a possible end to the government
liquidity programmes are hard to quantify. Consequently, uncertainty
surrounding the economy and the financial system could continue to subdue
capital markets and investment activity for some time to come.
Notwithstanding this, it is often the case that the best investment periods
follow a substantial financial shock, when assets can be acquired at attractive
valuations. The Company will be able to participate in any such opportunities
and invest throughout the economic cycle via its outstanding commitments of £
359m.
The Company's financial resources will be directed towards financing calls on
outstanding commitments in its existing portfolio.
On 10th February 2010 it was announced that the Company's manager was to be
acquired by Affiliated Managers Group, Inc. ("AMG"), subject to certain closing
conditions and regulatory approvals. AMG is a well established owner of
investment management businesses with a history of preserving the culture of
each of its affiliates and allowing their respective management teams to
maintain both a significant equity stake and operational independence.
TOM BARTLAM
Chairman
26th February 2010
ACTIVITY
Given the impact on financing capacity of a deteriorating liquidity outlook in
2008, PIP suspended its primary and secondary programmes and made no new
commitments in 2009. The Company will only resume its commitment programmes
after there has been a sustained recovery in the level of distributions or
additional financing has been obtained. The Company continues to invest
throughout the economic cycle via its outstanding commitments of £359m.
DISTRIBUTIONS
PIP received £32.0m in proceeds from the portfolio during the six months to
31st December 2009, equivalent to approximately 5% of opening private equity
asset value.
Primary £10m
Secondary £22m
£32m
Distribution rates remained low in the September quarter but showed some signs
of a recovery in the December quarter. In particular, distributions from our US
venture portfolio increased due to a number of exits via both IPOs and trade
buyers. PIP received distributions from over 150 funds in the six months to
31st December 2009, showing that even in a difficult economic environment a
well diversified mature portfolio can generate significant realisation
activity.
TOP 10 DISTRIBUTIONS DURING THE HALF YEAR TO 31ST DECEMBER 2009
COMPANY/ DISTRIBUTION
VEHICLE DESCRIPTION £M
GSI Provides a suite of e-commerce and multichannel
Commerce solutions for online business and integration with
offline channels. 3.9
Monteverdi Global group of funds focused primarily on venture and 3.5
growth.
Buscape.com Provider of online comparison shopping services. 1.2
Papillon Group of secondary venture, buyout and special
Partners situations funds based primarily in the USA. 1.0
Guardium Provides solutions for monitoring access to high-value 1.0
databases.
Cavium Provides highly integrated semiconductor products for
networking, communications and connected home
applications. 0.8
Free & Free & Clear specialises in online learning with
Clear/ phone-based cognitive behavioural coaching. Visiogen
Visiogen develops implantable devices to improve vision
impairment. 0.7
United Malt Produces malt for use in the brewing and distilling 0.6
Holdings industries.
MessageLabs Provider of online messaging and web security 0.6
services.
Secondary Group of secondary growth funds based primarily in 0.6
Interests I Asia.
Ltd
The table above shows the 10 largest individual distributions during the six
months to 31st December 2009.
GROSS MULTIPLE BAND NUMBER IN SAMPLE
>0.0x to 1.0x 0
>1.0x to 2.0x 2
>2.0x to 3.0x 1
>3.0x to 4.0x 0
>4.0x to 5.0x 2
>5.0x to 7.5x 1
>7.5x 2
Value of sample £8.8m
Total distributions six months to 31st December 2009 £32.0m
Coverage 28%
The table above shows the range of gross multiples on initial cost achieved by
the underlying fund manager on the largest distributions (excluding groups of
secondary funds). Five of the eight distributions included in the sample
generated gross multiples in excess of 4.0 times for the underlying fund
manager.
CALLS
PIP paid £37.4m in calls during the six months to 31st December 2009.
The rate of drawdowns from outstanding commitments remained low in the
September quarter but increased in the December quarter, as an improvement in
both investor sentiment and debt availability increased investment activity.
Primary £29m
Secondary £8m
£37m
INVESTMENT CASH FLOWS
PIP's net cash outflow from investments in the six months to 31st December 2009
was £5.4m, significantly lower than the outflow of £45.1m in the same period
last year. This improvement is, in part, due to the increase in distribution
rates. An additional factor is an approximate 50% reduction in outstanding
commitments from December 2008, mainly as a result of the fund sales completed
in the last three quarters of 2009. This has resulted in a lower level of
commitments relative to assets, thereby reducing the Company's future funding
requirements.
FINANCE
At 31st December 2009 the Company had £45.8m in cash and £30m remaining of its
£150m revolving credit facility.
PIP continues to have in place agreements with certain institutions under which
the Company can require the institutions to subscribe for redeemable shares, up
to the value of £150m. The purpose of these agreements is to provide an
additional level of assurance that PIP will be in a position to meet calls in
the near term.
In 2008, PIP issued £49.5m of unsecured subordinated loan notes (the "Notes")
to the institutional investors who had previously entered into the standby
redeemable agreements. The Notes have a maturity date of 15th November 2010 and
accrue interest at LIBOR plus 1.5%. In the event of a drawdown by the Company
under a "standby" commitment from an institutional investor who is a
Noteholder, the Company shall repay an equivalent amount on the Notes held by
such investor (or such lesser amount as is outstanding).
As such, PIP's available financing capacity stood at £176m at 31st December
2009. The sum of the Company's available financing and portfolio value exceeds
its outstanding commitments by a multiple of 2.4 times, up from 1.4 times and
1.9 times as at 31st December 2008 and 30th June 2009 respectively.
In the first half of 2009 PIP entered into agreements to sell fund interests to
a number of third parties, some of which had not been completed by June 2009.
All of the uncompleted sales at 30th June 2009, with the exception of one small
transaction that was closed in January 2010, were completed in the six months
to 31st December 2009. During the period, completed sales resulted in £12m of
cash proceeds and a reduction of outstanding commitments by approximately £41m.
In addition £27m was received in July 2009, relating to outstanding payments
from completed sales as at 30th June 2009.
On 11th February 2010 the Company announced the re-denomination of its £150m
revolving credit facility into dollars and euros to better match the foreign
exchange profile of its future cash requirements.
PORTFOLIO REVIEW
The underlying companies in the portfolio range from large and mature
industrial enterprises with multinational operations to early-stage ventures
operating at the leading edge of technological development. All the companies
have one factor in common: the influence of professional private equity
managers who are motivated to maximise the value of each underlying investment.
PORTFOLIO ANALYSIS BY VALUE AS AT 31ST DECEMBER 2009
GEOGRAPHIC SPREAD
The weighting to the USA decreased from 60% to 58% over the period whereas the
weighting to Europe remained the same at 31%. The weighting to Asia and other
regions increased from 9% to 11% in the period.
USA 58%
Europe 31%
Asia and other 11%
100%
STAGE COMPOSITION
PIP's portfolio is well diversified across all the major stages of private
equity. The majority of the Company's exposure to buyouts is via mid and small
cap funds, which tend to utilise lower levels of leverage within portfolio
companies than the very largest funds. In addition PIP has a significant
exposure to venture capital and growth-focused funds.
Small/Mid buyouts 35%
Venture and growth 34%
Large/Mega buyouts 19%
Special situations 6%
Generalist 5%
Directs 1%
100%
SECTOR COMPOSITION
PIP's portfolio is diversified by the sectors in which the underlying companies
operate. This sectoral diversification helps to minimise the effects of
cyclical trends or volatility within particular industry segments.
Other services & manufacturing 28%
Computer-related 17%
Consumer-related 14%
Medical/Health-related 11%
Communications 10%
Energy-related 6%
Industrial products 5%
Other electronics-related 5%
Biotechnology & pharmacology 4%
100%
MATURITY
PIP's portfolio is well diversified by fund vintage (referring to the year the
fund made its first drawdown).
Year Percentage
2008 3%
2007 16%
2006 16%
2005 14%
2004 7%
2003 4%
2002 3%
2001 7%
2000 16%
Pre 2000 14%
100%
OUTSTANDING COMMITMENTS
PIP's outstanding commitments to fund investments are well diversified by stage
and geography and will enable the Company to participate in future investments
with many of the highest quality fund managers in the private equity industry.
PIP's outstanding commitments to investments decreased to £359m at 31st
December 2009 compared with £428m at 30th June 2009. The Company paid calls of
£37m and disposed of fund interests with £41m of outstanding commitments. These
reductions were partially offset by the weakening of sterling versus the US
dollar and euro.
OUTSTANDING COMMITMENTS ANALYSIS AS AT 31STDECEMBER 2009
GEOGRAPHIC SPREAD
The chart below shows the breakdown of the Company's outstanding commitments by
geography. Europe and the USA have the largest outstanding commitments,
reflecting the fact that they have the most mature private equity markets.
Commitments to Asia and other regions totalled 13%.
USA 44%
Europe 43%
Asia and other 13%
100%
STAGE COMPOSITION
The chart below shows the breakdown of the Company's outstanding commitments by
the stage focus of the underlying funds.
Small/Mid buyouts 42%
Venture and growth 27%
Large/Mega buyouts 21%
Special situations 8%
Generalist 2%
100%
MATURITY
The chart below shows the breakdown of the Company's outstanding commitments by
the vintage (referring to the year the fund made its first drawdown) of the
underlying funds.
2009 3%
2008 21%
2007 33%
2006 16%
2005 8%
2004 2%
2003 and earlier 17%
100%
PANTHEON VEHICLES
Pantheon Ventures Limited ("Pantheon") is not entitled to management and
commitment fees in respect of PIP's holdings in, and outstanding commitments
to, the firm's managed fund-of-funds vehicles. In addition, Pantheon has agreed
that PIP will never be disadvantaged in terms of fees compared with the
position it would have been in had it made investments directly into the
underlying funds rather than indirectly through such fund-of-funds vehicles.
TOP 20 MANAGERS BY VALUE AS AT 31ST DECEMBER 2009
% OF PIP'S
TOTAL PRIVATE
EQUITY ASSET
NUMBER MANAGER REGION STAGE BIAS VALUE
1 Apax Partners EUROPE BUYOUT 2.6%
2 Barclays Private Equity EUROPE BUYOUT 2.3%
3 IK Investment Partners EUROPE BUYOUT 2.1%
4 ABS Capital Partners USA GENERALIST 1.9%
5 Vision Capital EUROPE BUYOUT 1.7%
6 CVC Capital Partners EUROPE BUYOUT 1.6%
7 Doughty Hanson & Co EUROPE BUYOUT 1.6%
8 Avista Capital Partners USA BUYOUT 1.5%
9 BrentwoodAssociates USA BUYOUT 1.5%
10 Nordic Capital EUROPE BUYOUT 1.4%
11 BC Partners EUROPE BUYOUT 1.4%
12 Oaktree Capital Management GLOBAL GENERALIST 1.4%
13 ABRY Partners USA BUYOUT 1.4%
14 Nova Capital Management EUROPE BUYOUT 1.4%
15 Oak Investment Partners USA VENTURE & GROWTH 1.4%
16 Golden GateCapital USA BUYOUT 1.3%
17 Carlyle/Riverstone USA SPECIAL SITUATIONS 1.2%
18 Churchill Equity USA BUYOUT 1.2%
19 ProvidenceEquity Partners USA BUYOUT 1.2%
20 Pacven Walden Ventures ASIA VENTURE & GROWTH 1.2%
Figures are adjusted for a fund disposal that had yet to be completed at 31st
December 2009.
TOP 20 MANAGERS BY OUTSTANDING COMMITMENTS AS AT 31ST DECEMBER 2009
% OF PIP'S
OUTSTANDING
NUMBER MANAGER REGION STAGE BIAS COMMITMENTS
1 Hutton Collins EUROPE SPECIAL 4.0%
SITUATIONS
2 CVC Capital Partners EUROPE BUYOUT 3.3%
3 Golden GateCapital USA BUYOUT 3.2%
4 SummitPartners GLOBAL VENTURE & GROWTH 2.6%
5 Barclays Private Equity EUROPE BUYOUT 2.5%
6 Carlyle Group GLOBAL GENERALIST 2.0%
7 Apax Partners EUROPE BUYOUT 2.0%
8 Doughty Hanson & Co EUROPE BUYOUT 1.8%
9 Clessidra Capital Partners EUROPE BUYOUT 1.7%
10 Mercapital EUROPE BUYOUT 1.6%
11 Mid-Europa Partners EUROPE BUYOUT 1.6%
12 Technology Crossover USA VENTURE & GROWTH 1.5%
Ventures
13 Private Equity Partners EUROPE BUYOUT 1.5%
14 Arcadia EUROPE BUYOUT 1.4%
15 ProvidenceEquity Partners USA BUYOUT 1.4%
16 BrentwoodAssociates USA BUYOUT 1.4%
17 Baring Vostok Capital REST OF THE BUYOUT 1.3%
Partners WORLD
18 Unison Capital ASIA BUYOUT 1.3%
19 Genstar Capital USA BUYOUT 1.3%
20 ABS Capital Partners USA GENERALIST 1.2%
Figures are adjusted for a fund disposal that had yet to be completed at 31st
December 2009.
TOP 20 COMPANIES BY VALUE AS AT 31ST DECEMBER 2009
% OF PIP'S
TOTAL
PRIVATE
EQUITY ASSET
NUMBER COMPANY SECTOR VALUE
1 Nycomed MEDICAL/HEALTH 1.1%
2 Bibby Scientific OTHER SERVICES AND 1.0%
MANUFACTURING
3 Carbolite OTHER SERVICES AND 0.8%
MANUFACTURING
4 AMG Advanced Metallurgical INDUSTRIAL PRODUCTS 0.7%
Group*
5 SciLabware BIOTECHNOLOGY AND 0.6%
PHARMACOLOGY
6 Rosetta Stone* COMPUTER 0.5%
7 Cavium Networks* OTHER ELECTRONICS 0.5%
8 Array OTHER SERVICES AND 0.5%
MANUFACTURING
9 InterXion COMPUTER 0.4%
10 Orchid Orthopedic Solutions MEDICAL/HEALTH 0.4%
11 TDC COMMUNICATIONS 0.4%
12 The Teaching Company OTHER SERVICES AND 0.4%
MANUFACTURING
13 BrightHouse CONSUMER 0.4%
14 Spectrum Athletic Clubs CONSUMER 0.4%
15 VBrick Systems COMPUTER 0.4%
16 JDR OTHER SERVICES AND 0.3%
MANUFACTURING
17 Converteam ENERGY 0.3%
18 Genband COMMUNICATIONS 0.3%
19 Falcon Group COMMUNICATIONS 0.3%
20 Norit OTHER SERVICES AND 0.3%
MANUFACTURING
* Quoted holding as at 31st December 2009.
COMPANY STRATEGY, OBJECTIVE AND INVESTMENT POLICY
The Company's primary investment objective is to maximise capital growth by
investing in a diversified portfolio of private equity funds and, occasionally,
directly in private companies.
COMPANY STRATEGY
The spread of performance in private equity is much wider than in other asset
classes and the selection of managers has a significant influence on investment
performance. As a specialist fund-of-funds manager monitoring and researching
the global private equity market, Pantheon, PIP's Manager, is well positioned
to identify fund managers who have the skills and strategies to deliver
superior performance within their particular market segments.
PIP's strategy is to invest with leading private equity managers whilst
reducing investment risk through diversification of the underlying portfolio by
geography, investment stage and sector. This strategy is implemented through
PIP's primary and secondary investment programmes. PIP has the flexibility to
vary the size of the primary and secondary investment programmes depending on
available financing. The portfolio reflects PIP's prolonged access to
Pantheon's highly successful primary and secondary investments over the past 22
years. Only funds that have passed rigorous due diligence and research are
selected for the primary and secondary programmes.
PRIMARY PROGRAMME
The primary programme invests in private equity funds when they are first
formed. Pantheon aims to secure access to superior managers and to identify
high quality managers often overlooked by the market. Investments are made on a
pro-rata basis alongside Pantheon's regional fund-of-funds.
Through the primary programme, PIP invests in fewer than 2% of the estimated
universe of private equity funds and thus is able to substantially outperform
the market averages, given the high dispersal of returns between managers.
The primary programme enables PIP to invest strategically in specific areas of
the market, put money to work steadily over time and gain access to the very
best funds.
SECONDARY PROGRAMME
The secondary programme purchases existing investments in private equity funds.
Typically these investments are acquired between three and six years after a
fund's inception. PIP benefits from secondaries because the fees and expenses
in the first few years have been paid and distributions from the fund will be
returned over a shorter time period. This helps to reduce the drag to
performance from young and immature funds, known as the "J-curve effect". In
addition secondary assets can be purchased at a discount, especially in cases
where the seller has liquidity problems, increasing the opportunity for
outperformance.
In accordance with the terms of its management agreement with Pantheon, PIP is
entitled under Pantheon's allocation policy to the opportunity to co-invest in
a predetermined ratio alongside Pantheon's latest global secondary fund,
benefiting from access to larger secondary opportunities that it would not have
had the capacity to complete alone. The secondary programme enables PIP to
acquire attractively priced secondary interests as they become available, and
is thus able to outperform market averages through judicious pricing and
timing.
The Company will only resume its commitment programmes after there has been a
sustained recovery in the level of distributions or additional financing has
been obtained. As the Company's finances become less constrained, PIP will be
able to participate in new investments, with emphasis on the current
opportunities in the secondary market as a priority.
OBJECTIVE AND INVESTMENT POLICY
The Company's primary investment objective is to maximise capital growth by
investing in a diversified portfolio of private equity funds and, occasionally,
directly in private companies.
The Company's policy is to make unquoted investments, in general, by
subscribing for investments in new private equity funds and buying secondary
interests in existing private equity funds and, occasionally, by acquiring
direct holdings in unquoted companies, usually either where a vendor is seeking
to sell a combined portfolio of fund interests and direct holdings or where
there is a private equity manager, well known to the Company's Manager,
investing on substantially the same terms.
The Company may invest in private equity funds which are quoted. In addition,
the Company may from time to time hold quoted investments in consequence of
such investments being distributed to the Company from its fund investments or
in consequence of an investment in an unquoted company becoming quoted. The
Company will not otherwise normally invest in quoted securities although the
Company reserves the right to do so should this be deemed to be in the
interests of the Company.
The Company may invest in any type of financial instrument, including equity
and non-equity shares, debt securities, subscription and conversion rights and
options in relation to such shares and securities and interests in partnerships
and limited partnerships and other forms of collective investment scheme.
Investments in funds and companies may be made either directly or indirectly,
through one or more holding, special purpose or investment vehicles in which
one or more co-investors may also have an interest.
The Company employs a policy of over-commitment. This means that the Company
may commit more than its available uninvested assets to investments in private
equity funds on the basis that such commitments can be met from anticipated
future cash flows to the Company and through the use of borrowings and capital
raisings where necessary.
The Company's policy is to adopt a global investment approach. The Company's
strategy is to mitigate investment risk through diversification of its
underlying portfolio by geography, sector and investment stage. Since the
Company's assets are invested globally on the basis, primarily, of the merits
of individual investment opportunities, the Company does not adopt maximum or
minimum exposures to specific geographic regions, industry sectors or the
investment stage of underlying investments.
In addition, the Company adopts the following limitations for the purpose of
diversifying investment risk:
â— the requirement for approval as an investment trust that no holding in a
company will represent more than 15% by value of the Company's investments at
the time of investment;
â— the aggregate of all the amounts invested by the Company in (including
commitments to or in respect of) funds managed by a single management group may
not, in consequence of any such investment being made, form more than 20% of
the aggregate of the most recently determined gross asset value of the Company
and the Company's aggregate outstanding commitments in respect of investments
at the time such investment is made;
â— the Company will invest no more than 15% of its total assets in other UK
listed closed-ended investment funds (including UK listed investment trusts).
The Company may invest in funds and other vehicles established and managed or
advised by Pantheon or any Pantheon affiliate. In determining the
diversification of its portfolio and applying the manager diversification
requirement referred to above, the Company looks through vehicles established
and managed or advised by Pantheon or any Pantheon affiliate.
The Company may enter into derivatives transactions for the purposes of
efficient portfolio management and hedging (for example, hedging interest rate,
currency or market exposures).
Surplus cash of the Company may be invested in fixed interest securities, bank
deposits or other similar securities.
The Company 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. Under the Company's articles of association, the
Company's borrowings may not at any time exceed 100% of the Company's net asset
value. Typically, the Company does not expect its gearing to exceed 30% of
gross assets. However, gearing may exceed this in the event that, for example,
the Company's pipeline of future cash flows alters.
The Company may invest in private equity funds, unquoted companies or special
purpose or investment holding vehicles which are geared by loan facilities that
rank ahead of the Company's investment. The Company does not adopt restrictions
on the extent to which it is exposed to gearing in funds or companies in which
it invests.
INTERIM MANAGEMENT REPORT AND RESPONSIBILITY
STATEMENT OF THE DIRECTORS
IN RESPECT OF THE HALF YEARLY FINANCIAL REPORT
INTERIM MANAGEMENT REPORT
The important events that have occurred during the period under review, the key
factors influencing the financial statements and the principal uncertainties
for the remaining six months of the financial year are set out above.
The principal risks facing the Company are substantially unchanged since the
date of the annual report for the year ended 30th June 2009 and continue to be
as set out in that report.
Risks faced by the Company include, but are not limited to, funding of
investment commitments, risks relating to investment opportunities, financial
risk of private equity, long-term nature of private equity investments,
liquidity/marketability risk, valuation uncertainty and market price risk,
gearing, interest rate risk, foreign currency risk, competition, the
unregulated nature of underlying investments, defaults on commitments, taxation
and the risks associated with the engagement of third parties.
RESPONSIBILITY STATEMENT
The Directors confirm that to the best of their knowledge:
â— the condensed set of financial statements has been prepared in accordance
with the Statement on Half Yearly Financial Reports issued by the UK Accounting
Standards Board and gives a true and fair view of the assets, liabilities and
financial position of the Company; and
â— this Half Yearly Financial Report includes a fair review of the information
required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the condensed set of financial statements;
and a description of the principal risks and uncertainties for the remaining
six months of the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party
transactions that have taken place in the first six months of the current
financial year and that have materially affected the financial position or
performance of the Company during that period; and any changes in the related
party transactions described in the last annual report that could do so.
This Half Yearly Financial Report was approved by the Board of Directors on
26th February 2010 and the above responsibility statement was signed on its
behalf by Tom Bartlam, Chairman.
CONDENSED INCOME STATEMENT (unaudited)
FOR THE SIX MONTHS TO 31ST DECEMBER
SIX MONTHS TO SIX MONTHS TO YEAR TO
31ST DECEMBER 2009 31ST DECEMBER 2009 30TH JUNE 2009
REVENUE CAPITAL TOTAL* REVENUE CAPITAL TOTAL* REVENUE CAPITAL TOTAL*
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains/
(losses)
on
investments
designated
at fair
value
through
profit
or loss** - 51,005 51,005 - 40,259 40,259 - (181,805) (181,805)
Currency
gains/
(losses)
on cash
and
borrowings - 1,793 1,793 - (21,107) (21,107) - (22,335) (22,335)
Income 1,742 - 1,742 1,640 - 1,640 2,761 - 2,761
Investment
management
and
performance
fees (4,227) - (4,227) (4,374) - (4,374) (11,279) 106 (11,173)
Refund of
VAT on
investment
management
fees - - - 121 - 121 2,295 - 2,295
Other
expenses (378) (195) (573) (623) (192) (815) (1,554) (3,393) (4,947)
RETURN ON
ORDINARY
ACTIVITES
BEFORE
FINANCING
COSTS
AND
TAX (2,863) 52,603 49,740 (3,236) 18,960 15,724 (7,777) (207,427) (215,204)
Interest
payable
and
similar
charges (2,057) - (2,057) (3,781) - (3,781) (6,882) - (6,882)
RETURN ON
ORDINARY
ACTIVITIES
BEFORE
TAX (4,920) 52,603 47,683 (7,017) 18,960 11,943 (14,659) (207,427) (222,086)
Tax on
ordinary
activities (528) - (528) - (275) (275) (399) - (399)
RETURN ON
ORDINARY
ACTIVITIES
AFTER
TAX FOR
THE
PERIOD (5,448) 52,603 47,155 (7,017) 18,685 11,668 (15,058) (207,427) (222,485)
RETURN PER
ORDINARY
AND
REDEEMABLE
SHARE*** (8.21)p 79.23p 71.02p (10.57)p 28.14p 17.57p (22.68)p (312.43)p (335.11)p
All revenue and capital items in the above statement relate to continuing
operations.
No operations were acquired or discontinued during the period.
* The total column of the statement represents the Company's profit and loss
statement prepared in accordance with UK Accounting Standards. The
supplementary revenue return and capital columns are prepared under guidance
published by the Association of Investment Companies.
** Includes currency gains on investments.
***The return per ordinary and redeemable share as at 31st December 2008 has
been restated due to the reallocation of the refund of VAT on investment
management fees from capital to revenue. This did not affect the total return
per share.
There were no recognised gains or losses other than those passing through the
income statement.
The notes form part of these financial statements.
RECONCILIATION OF MOVEMENT IN EQUITY SHAREHOLDERS' FUNDS (unaudited)
CAPITAL
CAPITAL OTHER RESERVE ON
SHARE SHARE REDEMPTION CAPITAL INVESTMENTS SPECIAL REVENUE
CAPITAL PREMIUM RESERVE RESERVE HELD RESERVE RESERVE TOTAL
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Movement for
the six
months
ended 31st
December
2009
OPENING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,184 26 175,592 69,541 99,861 (40,010) 513,622
Return for
the period - - - (2,289) 54,892 - (5,448) 47,155
Expenses
relating to
issue of
ordinary
shares
written
back - - - - - - - -
CLOSING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,184 26 173,303 124,433 99,861 (45,458) 560,777
Movement for
the six
months
ended 31st
December
2008
OPENING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,182 26 227,504 225,056 99,861 (24,952) 736,105
Return for
the period - - - (1,453) 20,138 - (7,017) 11,668
Expenses
relating to
issue of
ordinary
shares
written
back - 2 - - - - - 2
CLOSING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,184 26 226,051 245,194 99,861 (31,969) 747,775
Movement for
the
year
ended 30th
June 2009
OPENING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,182 26 227,504 225,056 99,861 (24,952) 736,105
Return for
the year - - - (51,912) (155,515) - (15,058) (222,485)
Expenses
relating to
issue of
ordinary
shares
written
back - 2 - - - - - 2
CLOSING
EQUITY
SHAREHOLDERS'
FUNDS 25,428 183,184 26 175,592 69,541 99,861 (40,010) 513,622
The notes form part of these financial statements.
CONDENSED BALANCE SHEET (unaudited)
31ST 31ST
DECEMBER DECEMBER 30TH JUNE
2009 2008 2009
£'000 £'000 £'000
Fixed assets
Investments designated at fair value
through profit or loss 694,394 892,837 648,207
Current assets
Debtors 526 6,331 27,685
Cash at bank 45,842 17,504 20,512
46,368 23,835 48,197
Creditors: Amounts falling due within one
year
Other creditors 10,485 13,643 13,282
Bank loan 120,000 105,754 120,000
130,485 119,397 133,282
NET CURRENT LIABILITIES (84,117) (95,562) (85,085)
Creditors: Amounts falling due after one
year
Loan notes 49,500 49,500 49,500
NET ASSETS 560,777 747,775 513,622
Capital and reserves
Called-up share capital 25,428 25,428 25,428
Share premium account 183,184 183,184 183,184
Capital redemption reserve 26 26 26
Other capital reserve 173,303 226,051 175,592
Capital reserve on investments held 124,433 245,194 69,541
Special reserve 99,861 99,861 99,861
Revenue reserve (45,458) (31,969) (40,010)
TOTAL EQUITY SHAREHOLDERS' FUNDS 560,777 747,775 513,622
NET ASSET VALUE PER SHARE 844.64p 1,126.30p 773.62p
Number of ordinary shares and redeemable
shares in issue 66,392,268 66,392,268 66,392,268
The notes form part of these financial statements.
CONDENSED CASH FLOW STATEMENT (unaudited)
FOR THE SIX MONTHS TO 31ST DECEMBER
SIX MONTHS SIX MONTHS
TO TO
31ST 31ST YEAR TO
DECEMBER DECEMBER 30TH JUNE
2009 2008 2009
£'000 £'000 £'000
Cash flow from operating activities
Investment income received 1,739 1,397 2,140
Deposit and other interest received 3 2 621
Investment management fees paid (4,268) - (8,100)
Secretarial fees paid (102) (72) (169)
Other cash payments (2,922) (494) 269
NET CASH (OUTFLOW)/INFLOW FROM OPERATING
ACTIVITIES (5,550) 833 (5,239)
Returns on investment and servicing of
finance
Revolving credit facility and overdraft
interest paid (1,036) (3,556) (5,459)
Loan commitment and arrangement fees paid (109) (225) (429)
Redeemable shares commitment fees paid (320) (427) (629)
Interest on loan notes paid (606) (73) (824)
NET CASH OUTFLOW FROM RETURNS ON INVESTMENT
AND SERVICING OF FINANCE (2,071) (4,281) (7,341)
Taxation
Net taxation charge (528) (275) (399)
NET CASH OUTFLOW FROM TAXATION (528) (275) (399)
Capital expenditure and financial investment
Purchases of investments (42,123) (112,830) (164,296)
Disposals of investments 73,809 63,471 114,124
Realised currency gains 191 85 93
NET CASH INFLOW/(OUTFLOW) FROM CAPITAL
EXPENDITURE AND FINANCIAL INVESTMENT 31,877 (49,274) (50,079)
NET CASH INFLOW/(OUTFLOW) BEFORE FINANCING 23,728 (52,997) (63,058)
Financing
Written back/cost of ordinary share issue - 2 2
Drawdown of loan - 75,788 90,034
Repayment of bank loan - (40,000) (40,000)
Issue of loan notes - 49,500 49,500
Realised currency losses on repayment of
revolving credit facility - (23,515) (23,515)
NET CASH INFLOW FROM FINANCING - 61,775 76,021
INCREASE IN CASH 23,728 8,778 12,963
The notes form part of these financial statements.
NOTES TO THE HALF YEARLY FINANCIAL REPORT (unaudited)
1. FINANCIAL INFORMATION
The financial information has been prepared on the historical cost basis of
accounting, except for the measurement at fair value of investments and
financial instruments, and in accordance with applicable UK accounting
standards on the basis that all activities are continuing. The accounting
policies set out in the statutory accounts for the year ended 30th June 2009
have been applied to this Half Yearly Financial Report.
Since 30th June 2009, the amendment to FRS 29 made by the Accounting Standards
Board has been adopted. This amendment introduces a three-level fair value
hierarchy that distinguishes fair value measurements by the significance of the
inputs used. The disclosures are expected to provide more information about the
relative reliability of the fair value measurements and increase convergence of
International Financial Reporting Standards and UK Generally Accepted
Accounting Standards.
The accounts have been prepared in accordance with the Statement of Recommended
Practice (revised January 2009) issued by the Association of Investment
Companies.
The financial information contained in this Half Yearly Financial Report is not
the Company's statutory accounts. The financial information for the six months
ended 31st December 2009 and 31st December 2008 are not for a financial year
and have not been audited but have been reviewed by the Company's auditors and
their report it attached. The statutory accounts for the financial year ended
30th June 2009 have been delivered to the Registrar of Companies and received
an audit report which was unqualified, did not include a reference to any
matters to which the auditors drew attention by way of emphasis without
qualifying the report and did not contain statements under section 498 (2) or
(3) of the Companies Act 2006.
2. TAX DEBIT ON ORDINARY ACTIVITIES
The tax debit for the half-year is £528,000 (31st December 2008: £275,000; 30th
June 2009: £399,000) based on an estimated effective tax rate of (0.4%) for the
year ending 30th June 2010.
3. RELATED PARTY TRANSACTIONS
Pantheon Ventures Limited, as Manager of the Company, is considered to be a
related party by virtue of its management contract with the Company. Mr R.M.
Swire, a Director of the Company, is a director of Pantheon Holdings Limited,
the holding company of Pantheon Ventures Limited.
During the period, services of a total value of £4,227,000 (31st December 2008:
£4,253,000 following refund of VAT; 30th June 2009: £8,878,000) were purchased
by the Company from Pantheon Ventures Limited. At 31st December 2009, the
amount due to Pantheon Ventures Limited in management fees and performance fees
disclosed under creditors was £5,023,000 and £5,057,000 respectively.
4. PERFORMANCE FEE
The Manager is entitled to a performance fee from the Company in respect of
each 12 calendar month period ending on 30th June in each year. The fee payable
in respect of each such period is 5% of any increase in the net asset value of
the Company at the end of such period over the applicable 'high water mark'
plus the hurdle rate of 10%.
The applicable 'high water mark' in respect of any calculation period is the
net asset value at the end of the previous calculation period in which a
performance fee was payable, compounded annually at the hurdle rate for each
subsequent completed calculation period up to the commencement of the
calculation period for which the performance fee is being calculated.
5. RECONCILIATION OF RETURN ON ORDINARY ACTIVITIES BEFORE TAX AND FINANCING
COSTS TO NET CASH FLOW FROM OPERATING ACTIVITIES
SIX MONTHS SIX MONTHS
TO TO
31ST 31ST YEAR TO
DECEMBER DECEMBER 30TH JUNE
2009 2008 2009
£'000 £'000 £'000
Return on ordinary activities before financing
costs and tax 49,740 15,724 (215,204)
(Gains)/losses on investments (51,005) (40,259) 181,805
Currency (gains)/losses on cash and borrowings (1,793) 21,107 22,335
(Decrease)/increase in creditors (2,609) 6,233 5,685
Decrease/(increase) in other debtors 117 (1,972) 140
NET CASH (OUTFLOW)/INFLOW FROM OPERATING
ACTIVITIES (5,550) 833 (5,239)
6. RECONCILIATION OF NET CASH FLOW TO THE MOVEMENT IN NET DEBT
SIX MONTHS TO SIX MONTHS TO YEAR TO
31ST DECEMBER 31ST DECEMBER 30TH JUNE
2009 2008 2009
£'000 £'000 £'000
Increase in cash in the six months/year 23,728 8,778 12,963
Non-cash movement
Exchange gains 1,602 2,179 1,002
CHANGE IN NET FUNDS 25,330 10,957 13,965
NET DEBT AT BEGINNING OF PERIOD/YEAR (148,988) (63,419) (63,419)
Loans drawn down* - (75,788) (90,034)
Loans repaid* - 40,000 40,000
Issue of loan notes - (49,500) (49,500)
NET DEBT AT END OF PERIOD/YEAR (123,658) (137,750) (148,988)
* The figures for the loans drawn down and repaid as at 30th June 2009 have
been restated. This did not have any effect on the net debt position as at 30th
June 2009.
7. ANALYSIS OF NET DEBT
31ST DECEMBER 31ST DECEMBER 30TH JUNE
2009 2008 2009
£'000 £'000 £'000
Cash at bank 45,842 17,504 20,512
Bank loan (120,000) (105,754) (120,000)
Loan notes (49,500) (49,500) (49,500)
(123,658) (137,750) (148,988)
8. DISPOSAL OF INVESTMENTS
During the first six months of the current financial year PIP disposed of a
number of fund interests to strengthen its finances and reduce outstanding
commitments.
VALUE AS AT
PROCEEDS BOOKCOST 30TH JUNE 2009
£'000 £'000 £'000
DISPOSAL OF INVESTMENTS 11,502 20,784 20,127
9. FAIR VALUE HIERARCHY
Financial assets at fair value through profit or loss at 31st December 2009
TOTAL LEVEL 1 LEVEL 2 LEVEL 3
£'000 £'000 £'000 £'000
Private equity investments 694,394 - - 694,394
TOTAL 694,394 - - 694,394
Level 3 financial assets at fair value through profit or loss at 31st December
2009
PRIVATE EQUITY
INVESTMENTS TOTAL
£'000 £'000
Opening balance 648,207 648,207
Purchases at cost 42,123 42,123
Sales proceeds (46,941) (46,941)
Total gains or losses included in "Gains on
investments" in the Condensed Income Statement
- on assets sold (5,061) (5,061)
- foreign exchange gain on disposal 2,776 2,776
- on assets held as at 31st December 2009 53,290 53,290
CLOSING BALANCE 694,394 694,394
INDEPENDENT REVIEW REPORT
TO PANTHEON INTERNATIONAL PARTICIPATIONS PLC
INTRODUCTION
We have been engaged by the Company to review the condensed set of financial
statements in the Half Yearly Financial Report for the six months ended 31st
December 2009 which comprises the Income Statement, Reconciliation of Movement
in Equity Shareholders' Funds, Balance Sheet, Cash Flow Statement and Notes to
the Half Yearly Financial Report. We have read the other information contained
in the Half Yearly Financial Report which comprises only the Financial Summary,
Chairman's Statement, Portfolio Review, Activity, Outstanding Commitments, the
Company Strategy, Objective and Investment Policy, and Interim Management
Report and Responsibility Statement of the Directors, and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
This report is made solely to the Company in accordance with guidance contained
in ISRE (UK and Ireland) 2410, "Review of Interim Financial Information
performed by the Independent Auditor of the Entity". Our review work has been
undertaken so that we might state to the Company those matters we are required
to state to them in a review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company, for our review work, for this report, or for the
conclusion we have formed.
DIRECTORS' RESPONSIBILITIES
The Half Yearly Financial Report is the responsibility of, and has been
approved by, the Directors. The Directors are responsible for preparing the
Half Yearly Financial Report in accordance with the Disclosure and Transparency
Rules of the United Kingdom's Financial Services Authority.
As disclosed in Note 1, the annual financial statements of the Company are
prepared in accordance with applicable United Kingdom law and Accounting
Standards (United Kingdom Generally Accepted Accounting Practice) and with the
Statement of Recommended Practice "Financial Statements of Investment Trust
Companies and Venture Capital Trusts", issued in January 2009. The condensed
set of financial statements included in this Half Yearly Financial Report has
been prepared in accordance with the Accounting Standards Board Statement "Half
Yearly Financial Reports" issued in July 2007.
OUR RESPONSIBILITY
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the Half Yearly Financial Report based on our
review.
SCOPE OF REVIEW
We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the Auditing
Practices Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review
procedures. A review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK and Ireland) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.
CONCLUSION
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the Half Yearly
Financial Report for the six months ended 31st December 2009 is not prepared,
in all material respects, in accordance with the Accounting Standards Board
Statement "Half Yearly Financial Reports" and the Disclosure and Transparency
Rules of the United Kingdom's Financial Services Authority.
GRANT THORNTON UK LLP
Chartered Accountants
London
26th February 2010
DIRECTORS AND ADVISERS
DIRECTORS REGISTRARS
Tom Bartlam (Chairman) Capita Registrars
Ian Barby Northern House
Richard Crowder Woodsome Park
Peter Readman Fenay Bridge
Rhoddy Swire Huddersfield
Sandy Thomson West Yorkshire
HD8 0GA
MANAGER
Pantheon Ventures Limited * Telephone: 0871 664 0300
Authorised and regulated by the * Calls cost 10p per minute plus network
FSA charges,
Norfolk House Lines are open 8.30am - 5.30pm Monday -
31 st. James's Square Friday
London * Telephone from overseas: +44(0)20 8639 3399
SW1Y 4JR
BANKERS
The Royal Bank of Scotland PLC
Telephone: 020 7484 6200 Waterhouse Square
Facsimile: 020 7484 6201 138-142 Holborn
Email: pip@pantheonventures.com London
Internet: EC1N 2TH
www.pantheonventures.com
SECRETARY & REGISTERED OFFICE HSBC Bank PLC
Capita Sinclair Henderson Limited (Also custodian)
(Trading as Capita Financial Global Investor Services
Group - Mariner House
Specialist Fund Services) Pepys Street
Beaufort House London
51 New North Road EC3N 4DA
Exeter
EX4 4EP
AUDITORS
Telephone: 01392 412122 Grant Thornton UK LLP
30 Finsbury Square
BROKERS London
Collins Stewart Europe Limited EC2P 2YU
9th Floor
88 Wood Street SOLICITORS
London Covington& Burling LLP
EC2V 7QR 265 Strand
London
WC2R 1BH
FIXED INTEREST INVESTMENT ADVISER
AllianceBernstein
Devonshire House
1 Mayfair Place
London
W1X 6JJ
HALF-YEARLY REPORT
The foregoing represents the full text of the Half-Yearly Report for the six
months to 31st December 2009, which will be posted to shareholders shortly. The
Report will also be available for download from the following website:
www.pipplc.com or on request from the Company Secretary.
Capita Sinclair Henderson Limited
26th February 2010