Deployment Update and Proposed Issue of Equity

RNS Number : 3572Z

Pantheon Infrastructure PLC

14 September 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Pantheon Infrastructure PLC (the "Company") on 13 October 2021 and any supplementary prospectus (together the "Prospectus") and not solely in reliance on this announcement.  Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and on the Company's website at  www.pantheoninfrastructure.com , subject to certain access restrictions. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. 

This Announcement has been determined to contain inside information.

PANTHEON INFRASTRUCTURE PLC

Deployment Update and Proposed Issue of Equity

14 September 2022

The Board of Pantheon Infrastructure PLC ("PINT" or the "Company"), the listed global infrastructure fund, is pleased to provide an update on the deployment of capital and announce the launch of an issue of new C Shares seeking to raise £250 million via a placing, an offer for subscription and an intermediaries offer (together the "Issue") at an issue price of 100 pence per C Share.

KEY HIGHLIGHTS

· Substantial capital deployment. Since its launch in November 2021, the Company has made investments, commitments or allocations to investments in legal closing of £344 million across 10 infrastructure investments. In addition, the Company has a further four investments, for a total investment consideration of approximately £170 million, in advanced due diligence which are expected to enter legal closing by the end of October. The total investment consideration of these opportunities exceeds the un-invested proceeds from the Company's IPO and the exercise of Subscription Shares.

· Robust opportunity set. The Company has access to a unique funnel of core infrastructure investment opportunities alongside leading private asset investment managers, diversified by sub-sectors, through its investment manager, Pantheon Ventures (UK) LLP (the "Investment Manager" or "Pantheon"). In addition to the four investments in advanced due diligence (approximately £170 million), which exceeds the Company's available capital, the Company's immediate pipeline includes a further £170-200 million of opportunities in preliminary due diligence and £150-220 million of opportunities being screened.

· Supportive infrastructure investment environment. The Company invests in high-quality infrastructure assets with strong downside and inflation protection in developed markets. The assembled portfolio is spread across the main infrastructure sub-sectors identified at IPO, with exposure to digital infrastructure, power & utilities, renewables & energy efficiency and transport & logistics. Portfolio companies benefit from defensive characteristics, including contracted cash flows, inflation linkage, conservative leverage profiles and strong environmental, social and governance (ESG) credentials. The Company is classified as Article 8 "light green" under the EU Sustainable Finance Disclosure Regulations and many of the investments have critical roles to play in the path to net zero.

· Issue of C Shares. In light of the attractive pipeline and supportive infrastructure investment environment, the Company is launching an issue of C Shares to raise a target amount of £250 million. Pantheon expects to deploy the proceeds within six months.  

Vagn Sørensen, Chairman of the Company, said:

"We are delighted with the portfolio that has been assembled for the Company to date, comprising a diversified array of infrastructure businesses across sub-sectors and geographies. Investment in infrastructure remains critical to revitalise regional economies, improve access to opportunities for all in society and support the transition to net zero. Given the supportive infrastructure investment environment and attractiveness of the opportunity set, we are pleased to launch a new capital raise."

Richard Sem, Partner at Pantheon, PINT's investment manager, commented :

"The volume and quality of infrastructure investment opportunities that we are reviewing at Pantheon continues to grow, allowing us to choose attractive transactions that we anticipate will provide the best risk adjusted returns for PINT. The defensive characteristics of core infrastructure, typically including long-term contracts, inflation protection and stable cash-flow generation makes these investments especially attractive in the current uncertain environment".

DEPLOYMENT OF CAPITAL

Portfolio

As at today's date, the Company has completed the acquisition of eight investments, for total consideration of £256 million, with an additional investment committed of c. £41 million, with legal closing subject to regulatory clearances. The Company has one further investment, a European fibre asset, in legal closing for a total investment consideration of c. £46 million. On completion of this investment, which is expected early during Q4 2022, the Company will have made a total of 10 investments for a total consideration of £344 million.

#	Status	Portfolio Company	Sponsor	Committed	Sector	Region	Allocation[1]
1	Invested	Primafrio	Apollo	Mar-22	Transport & Logistics	Europe	£36m
2	Invested	CyrusOne	KKR	Mar-22	Digital - Data Centre	North America	£25m
3	Announced	National Grid Gas Transmission	Macquarie Asset Management	Mar-22	Power & Utilities - Gas utility and metering	UK	c.£41m
4	Invested	Vertical Bridge	Digital Bridge	Apr-22	Digital - Towers	North America	£24m
5	Invested	Delta Fiber	Stonepeak	Apr-22	Digital - Fibre	Europe	£23m
6	Invested	Cartier Energy	Vauban	May-22	Power & Utilities - District Heating	North America	£33m
7	Invested	Calpine	ECP	Jun-22	Power & Utilities - Electricity Generation	North America	£47m
8	Invested	Vantage Data Centers	Digital Bridge	Jul-22	Digital - Data Centre	North America	£29m
9	Invested	Fudura	DIF	Jul-22	Renewables & Energy Efficiency	Europe	£40m
10	In legal closing	Company #10	Confidential	Pending, expected September	Digital - Fibre	Europe	c.£46m
						Total	£344m

Geography	£m 1	%	Sector	£m 1	%
North America	158	46%	Digital Infrastructure	147	43%
Europe & UK	186	54%	Power & Utilities	121	35%
			Renewable & Energy Efficiency	40	12%
			Transport & Logistics	36	10%
Total	344	100%	Total	344	100%

The Company has a further four investments in advanced due diligence, expected to enter legal closing by the end of October, for a total investment consideration of approximately £170 million, comprising the following:

· A UK renewables & energy efficiency asset with a provisional investment commitment of c. £50 million;

· A European towers asset with a provisional commitment of c. £40 million;

· A North American data centre asset with a provisional commitment of c. £40 million; and

· A European power & utilities asset with a provisional commitment of c. £40 million.

In the medium-term pipeline, the Company has an additional four transactions in preliminary diligence of c. £170 - 200 million and a further four transactions in screening, totalling c. £150 - £220 million. Pantheon's pipeline of infrastructure investment opportunities continues to evolve, driven by high levels of activity from the top tier sponsors with whom Pantheon partners. Given the depth of pipeline to which Pantheon has access, Pantheon can continue to be highly selective about the transactions it pursues for the Company's portfolio. Since 2015, Pantheon has screened 691 infrastructure co-investment opportunities (representing c. US$64bn of investment capacity), of which the team has executed 51 transactions worth c. US$4.3bn, a conversion rate of c. 7%[2]. Pantheon continues to see robust deal flow, diversified across sub-sector, geography and sponsor.

The opportunity in infrastructure today is significant, with a projected US$13 trillion shortfall in capital expenditure globally needed to improve ageing infrastructure and build new projects by 2040[3], coupled with the additional requirement to improve the safety, sustainability and connectivity of existing infrastructure systems[4]. Infrastructure transaction volumes have increased steadily over the past five years and, despite current market conditions, 2022 closed transactions remain resilient totalling US$558bn year to date[5].

NAV

The Company is expected to report its maiden interim results on or around Wednesday, 21 September 2022, for the period from inception to 30 June 2022. As at 30 June 2022, £101.3 million had been invested into four transactions[6], which mostly completed in Q2 2022. As a result, the Company does not anticipate any material valuation movements away from initial investment cost. The Company has hedged the majority of its non-Sterling exposure on these investments and expects no material net NAV movement arising from foreign exchange movements.

PROPOSED ISSUE OF C SHARES

The Company is seeking to raise a target amount of £250 million (before expenses) through a non-preemptive placing ("Placing"), an offer for subscription ("Offer for Subscription") and an intermediaries offer ("Intermediaries Offer") of 250 million C Shares in aggregate, at an issue price of 100 pence per C Share under the Share Issuance Programme it put in place at IPO (the "Share Issuance Programme"). The Share Issuance Programme, of which 350 million Shares remain available for issuance, is contemplated in the Company's existing Prospectus.

The Board believes it is in the interests of the Company and Shareholders to issue further equity to take advantage of the pipeline of attractive potential investment opportunities outlined above that Pantheon continues to evaluate for the Company's portfolio. The Board believes that the Issue would provide the following principal benefits:

· Enable the Company to acquire further attractive private infrastructure assets alongside leading sponsors and institutional investors, including those in advanced due diligence and preliminary due diligence, thus enhancing the potential for portfolio diversification;

· Increase the size of the Company, which will help make the Company more attractive to a wider investor base and increase the scope for institutional and retail investment in the Company;

· Reduce the total expense ratio of the Company as the fixed operating costs would be spread over a larger equity capital base; and

· Secondary market liquidity in the Ordinary Shares should be enhanced on Conversion of the C Shares through having a greater number of Ordinary Shares in issue.

Furthermore, the use of C Shares ensures that Ordinary Shareholders do not suffer the potential for cash drag pending investment of the net proceeds of the C Shares. In addition, the costs of the Issue will be borne entirely by the C Shares.

The Board has discretion to increase the size of the Issue under the Share Issuance Programme to the maximum of 350 million C Shares that remain available under the Programme. In addition, if demand for C Shares exceeds the 350 million available under the Share Issuance Programme, the Board, at its absolute discretion following consultation with the Investment Manager and Investec, may issue up to a further c.70 million C Shares by way of an institutional placing on a non-preemptive basis (the "Additional Placing"). Any Additional Placing will be conducted under the Company's general authorities to allot Shares on a non-preemptive basis and pursuant to the exemption under the UK Prospectus Regulation which permits a company to apply for admission to trading on a regulated market of less than 20 per cent. of shares of a class that are already admitted to trading on that market, without a prospectus.  

The Directors have absolute discretion to allocate C Shares between the Placing, the Offer for Subscription, the Intermediaries Offer and (if applicable) the Additional Placing.

Key attributes of the Company

Key attributes of an investment in the Company include the following:

· A high-quality mix of yielding and growth infrastructure assets with strong downside and inflation protection in developed markets[7]. Assets will typically benefit from defensive characteristics, including contracted cash flows, inflation linkage, conservative leverage profiles and strong environmental, social and governance (ESG) credentials[8].

· A target NAV Total Return per Ordinary Share of between 8 and 10 per cent. per annum.

· A target aggregate dividend of 2 pence per Ordinary Share for the financial year ending 31 December 2022, 4 pence per Ordinary Share for the financial year ending 31 December 2023 and, thereafter, a progressive dividend.

· Pantheon have classified the Company as an Article 8 "light green" product following an internal assessment of the application of the EU Sustainable Finance Disclosure Regulations[9].

· A global portfolio of investments with blended risk/return profiles capturing attractive investment opportunities across infrastructure sectors: 

o  Digital infrastructure (including communications towers, data centres and fibre-optic networks) is benefiting from very strong growth in demand for mobile data usage, cloud services, fibre networks, and 5G.

o  Renewables & energy efficiency (including smart metering infrastructure, wind & solar energy generation and sustainable waste treatment facilities) is integral to the decarbonisation transition of the global economy and further investment will be required in the development of the circular economy.

o  Power & utilities (including transmission and distribution networks, regulated utility companies and efficient conventional power assets) are adapting to the increased penetration of renewables in the energy mix, necessitating investment in new distribution and transmission networks and supporting transition infrastructure.

o  Transport & logistics (including ports, rail, roads, airports and logistics assets) offer exposure to longer-term demographic and economic changes, most notably growth in e-commerce and continued urbanisation.

o  Social & other (including education, healthcare, government and community buildings) may include lower-risk concession-based infrastructure that can offer a stable yield whilst delivering essential services to local and national governments.

The C Shares

The assets representing the net proceeds of the C Share issue will be accounted for and managed as a distinct pool of assets until the C Shares are converted into Ordinary Shares.

Under the terms of the Company's Articles, the process for Conversion of the C Shares into Ordinary Shares will be triggered when at least 80 per cent., or such other percentage as the Directors may select, of the net proceeds of the C Share issue have been invested in accordance with the Company's investment policy. The latest Conversion Date will be the date falling 12 months after the date of Admission of the C Shares. The date on which it is determined that the criteria has been met, or otherwise at the Directors' discretion, will be the Conversion Calculation Date. Pantheon expects that the net proceeds of the issuance of C Shares will be substantially deployed within six months of their issuance.

The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio. The Conversion Ratio will be determined in reference to the respective Net Asset Value per Share of the Ordinary and C Shares as at the Conversion Calculation Date. For the purposes of calculating the Net Asset Values as at the Conversion Calculation Date, the Company intends to use the Company's Net Asset Values as at the NAV calculation date immediately preceding the Conversion Calculation Date, adjusted for the net impact of foreign exchange, any transactions (which will be held at cost) made after the NAV calculation date and any dividends that have an ex-dividend before the Conversion Date. If the Company has not published the Net Asset Value of the Shares applicable to a NAV calculation date that precedes a Conversion Calculation Date, the announcement of the Conversion Ratio may be delayed until publication of the Net Asset Values of the Shares.

On Conversion, the new Ordinary Shares issued as a result of the conversion of C Shares will rank pari passu with the existing Ordinary Shares in issue on the Conversion Date.  Pending Conversion, the Company does not anticipate paying a dividend to holders of C Shares.  

Annual management fee on C Shares

The Investment Manager has agreed that no annual management fee shall accrue or be charged on the undeployed cash net proceeds of the Issue and, if applicable, an Additional Placing until such time as 75 per cent. or more of such net proceeds have been Deployed. For these purposes, "Deployed" shall mean monies invested or contractually committed to be invested in the acquisition or development of infrastructure assets, or used to acquire financial instruments or other securities for the purposes of and in accordance with the Company's hedging strategies.

Use of proceeds

The net proceeds of the Issue will be applied in the acquisition of further investments in accordance with the Company's Investment Policy.

Further details of the Issue

Investec Bank plc ("Investec") is acting as Sole Sponsor, Bookrunner and Financial Adviser, to the Company in connection with the Issue. The Issue is not being underwritten.

The issue price per C Share is 100 pence (being the Share Issuance Programme Price for the purposes of the Prospectus).

Placing and any Additional Placing

Investec will today commence a bookbuild process in respect of the Placing, which is a Subsequent Placing for the purposes of the Prospectus. The Placing will be governed by the terms and conditions set out in Part 11 of the Prospectus. The Additional Placing will be on materially the same terms and conditions as the Placing as detailed further in the section entitled "Important Information" at the end of this announcement, except settlement of C Shares issued in respect of the Additional Placing will be on a T+ 5 basis. 

The Placing and any Additional Placing is expected to close no later than 3.00 p.m. on 6 October 2022 but may be closed earlier or later at the absolute discretion of Investec, the Investment Manager and the Company.

If the Placing is oversubscribed and there is an Additional Placing, Investec shall have the discretion to determine whether some or all of a Placee's allocation of C Shares will be made under the Placing and/or the Additional Placing. By agreeing to acquire Shares under the Placing orally or in writing with Investec as agent for the Company, a Placee agrees to accept any allocation of Shares made under the Placing and/or the Additional Placing (as applicable) which shall be deemed to be made under the relevant terms and conditions applicable to the Placing and the Additional Placing as appropriate.

Offer for Subscription

The Offer for Subscription is being made in the UK only but, subject to applicable law, the Company may allot and issue C Shares on a private placement basis to applicants in other jurisdictions. The Offer for Subscription will open on 14 September 2022 and the latest time and date for receipt of completed Offer for Subscription Application Forms under the Offer for Subscription is 11.00 a.m. on 5 October 2022.

Application Forms can be found on the Company's website at Reports and Publications - PINT (pantheoninfrastructure.com) . Only one application for C Shares may be made by the person under the Offer for Subscription and multiple applications from the same person will not be accepted.

The Offer for Subscription will be governed by the terms and conditions set out in Part 12 of the Prospectus. 

Intermediaries Offer

Members of the general public in the UK may be eligible to apply for C Shares through the Intermediaries Offer, by following their relevant application procedures, by no later than 11.00 a.m. on 5 October 2022.  The Intermediaries Offer is being made to retail investors in the UK only. Retail investors will be able to subscribe to the offer through participating online investment platforms, details of which are available on the Company's website.

Application for Admission

The Issue is conditional, inter alia, on the C Shares being admitted to the Premium Segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange plc (together, "Admission"). It is expected that Admission will become effective, and dealings in the C Shares issued pursuant to the Placing, the Offer for Subscription and the Intermediaries Offer will commence, on or around 11 October, with Admission and dealings commencing in respect of C Shares issued pursuant to any Additional Placing, on or around 14 October.

Expected Timetable

Placing, Offer for Subscription and Intermediaries Offer opens	Wednesday, 14 September
Latest time and date for applications under the Offer for Subscription and Intermediaries Offer	11.00 a.m. on Wednesday, 5 October
Latest time and date for receipt of commitments under the Placing	3.00 p.m. on Thursday, 6 October
Announcement of the results of the Issue and trade date	Friday, 7 October
Admission of the C Shares issued under the Placing, Offer for Subscription and Intermediaries Offer	8.00 a.m. on Tuesday, 11 October
Crediting and settlement of CREST stock accounts in respect of C Shares issued pursuant to the Placing, Offer for Subscription and Intermediaries Offer	As soon as reasonably practical on Tuesday, 11 October
Admission of C Shares issued under the Additional Placing (if applicable)	8.00 a.m. on Friday, 14 October
Crediting of CREST stock accounts in respect of C Shares issued pursuant to the Additional Placing (if applicable)	Friday, 14 October

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Investec) bring forward or postpone the closing time and date for the Issue. In the event that a date or time is changed, the Company will notify persons who have applied for C Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing codes

Ticker for the C Shares	PINC
ISIN for the C Shares	GB00BLNNFM95
SEDOL for the C Shares	BLNNFM9

Unless otherwise defined, capitalised terms used in this Announcement shall have the same meaning as set out in the Prospectus. A copy of the Prospectus is available on National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on the Company's website at www.pantheoninfrastructure.com

Legal Entity Identifier (LEI)

213800CKJXQX64XMRK69

For further information, contact: 

Pantheon Ventures (UK) LLP Investment Manager Richard Sem, Partner Harriet Alexander, Vice President	[phone] [e-mail]
Investec Bank plc Sole Sponsor, Financial Adviser and Bookrunner Tom Skinner (Corporate Broking) Lucy Lewis, Denis Flanagan (Corporate Finance) Will Barnett, Neil Brierley, Alice Douglas, Jack Kershaw (Sales)	[phone]
TB Cardew Public relations advisor Ed Orlebar Tania Wild Max Gibson	[phone] [e-mail] [phone] [phone] [phone]

Notes to editors

Pantheon Infrastructure PLC (PINT)

Pantheon Infrastructure PLC is a closed-ended investment company and an approved UK Investment Trust, listed on the Premium Segment of the London Stock Exchange's Main Market. Its Ordinary Shares trade under the ticker 'PINT'. The independent Board of Directors of PINT have appointed Pantheon, one of the leading private markets investment managers globally, as investment manager. PINT aims to provide exposure to a global, diversified portfolio of high-quality infrastructure assets through building a portfolio of direct co-investments in infrastructure assets with strong defensive characteristics, typically benefitting from contracted cash flows, inflation protection and conservative leverage profiles. Further details can be found at www.pantheoninfrastructure.com

Pantheon

Pantheon is a leading global private equity, infrastructure & real assets, private debt and real estate investor with 40 years' experience sourcing and executing private market investment opportunities on behalf of clients. Pantheon has US$87.8 billion in assets under management and advice (as at 31 March 2022) and employs over 415 staff, including more than 120 investment professionals, across offices in London, San Francisco, New York, Chicago, Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin. Further details can be found at www.pantheon.com

ENDS

IMPORTANT INFORMATON

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of Pantheon Infrastructure PLC (the "Company"), has been approved by Pantheon Ventures (UK) LLP (the "Investment Manager") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended). Pantheon Ventures (UK) LLP is authorised and regulated in the United Kingdom by the FCA (FCA number: 520240) and has its registered office at 10 Finsbury Square, London, EC2A 1AF, United Kingdom.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any C Shares referred to in this announcement only on the basis of information contained in the Prospectus.  Investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in C Shares in the Company or the ordinary shares into which the C Shares will convert (the "Ordinary Shares" and together with the C Shares, the "Shares"). Approval of the Prospectus by the Financial Conduct Authority should not be understood as an endorsement of the Shares. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and is available for viewing at the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism  and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, a recommendation regarding the issue or the provision of investment advice by any party.

Before investing you should consider the suitability of such investment in consideration of your investment objectives, attitude and appetite to risk.  The attention of investors is drawn to the risks associated with an investment in the Shares which are detailed in the Prospectus.  These risks include the following.

· The value of an investment in the Company, and the returns derived from it, if any, may go down as well as up and an investor may not get back the amount invested.

· The Company's investment portfolio may not perform as anticipated at the time of investment and may be loss-making.

· The market price of the Shares may fluctuate independently of their Net Asset Value and the Shares may trade at a discount or premium to their Net Asset Value at different times and it may be difficult for Shareholders to realise their investment.

· The Company has a limited track record. No reliance can be placed on Pantheon's past performance in respect of other funds.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment.

Investec Bank plc ("Investec Bank") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Europe Limited (trading as Investec Europe, Investec Europe and together with Investec Bank, "Investec") is regulated in Ireland by the Central Bank of Ireland. Each of the Investment Manager and Investec is acting exclusively for the Company in connection with the matters described in this announcement and neither the Investment Manager nor Investec is acting for or advising any other person, or treating any other person as their respective client, in relation thereto and neither the Investment Manager nor Investec will be responsible for providing the regulatory protection afforded to their respective clients or advice to any other person in relation to the matters contained herein. This does not exclude any responsibilities or liabilities of Investec under the Financial Services and Markets Act 2000 (FSMA) or the regulatory regime established thereunder.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States.  Outside the United States, the Shares may be sold to persons who are not "US Persons", as defined in and pursuant to Regulation S under the US Securities Act ("US Persons"). Any sale of Shares in the United States or to US Persons may only be made to persons reasonably believed to be "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the US Securities Act, that are also "qualified purchasers" ("Qualified Purchasers"), as defined in the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). The Company has not been and will not be registered under the US Investment Company Act and investors are not and will not be entitled to the benefits of the US Investment Company Act. 

In addition, the Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, New Zealand, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states in which the Company is registered with the national private placement regime) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states in which the Company is registered with the national private placement regime). The issue of C Shares, and the distribution of this announcement, in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The value of Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Manager and Investec expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019), the Prospectus Regulation Rules of the Financial Conduct Authority, the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council on 16 April 2014 on market abuse which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) or other applicable laws, regulations or rules.

None of the Company, the Investment Manager, Investec, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, Investec, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

INFORMATION TO DISTRIBUTORS

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; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the s tatutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "MiFID Laws" and 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the C Shares have been subject to a product approval process, which has determined that such C Shares are: (i) compatible with an end target market of retail 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 and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable) and who do not need a guaranteed income or capital protection; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II or the UK MiFID Laws, as applicable (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the C Shares may decline and investors could lose all or part of their investment; the C Shares offer no guaranteed income and no capital protection; and an investment in the C 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 risk of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding any Target Market Assessment, Investec will only procure placees who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the UK MiFID Laws as applicable or (b) a recommendation to any investors or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the C Shares.

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

If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

PRIIPS Regulation

In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), key information documents in respect of the Ordinary Shares and the C Shares have been prepared by the Investment Manager and are available to investors on the Company's website.

The Investment Manager is the only manufacturer of the Ordinary Shares and the C Shares for the purposes of the UK PRIIPs Laws or the PRIIPs Regulation and Investec is not a manufacturer for these purposes. Investec does not make any representation, express or implied, or accept any responsibility whatsoever for the contents of any Key Information Documents prepared by the Investment Manager nor accepts any responsibility to update the contents of any Key Information Documents in accordance with the UK PRIIPs Laws or the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such Key Information Documents to future distributors of Ordinary Shares or the C Shares. Investec and its affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of any Key Information Documents prepared by the Investment Manager.

TERMS AND CONDITIONS OF ANY ADDITIONAL PLACING

Each Placee that confirms its agreement with Investec as agent for the Company, to subscribe for C Shares, will be deemed to have agreed that Investec may determine that some or all a Placee's allocation of C Shares will be made under the Placing and/or any Additional Placing.  Such part of a Placee's allocation of C Shares that is determined to be under any Additional Placing will be made on the terms and subject to the conditions set out in Part 11 of the Prospectus (the "Terms and Conditions"), mutatis mutandis, together with the following modifications:

1.  The Additional Placing shall be deemed to be a "Subsequent Placing" for the purposes of the Terms and Conditions, and the price of 100 pence per C Share shall be deemed to be the "Share Issuance Programme Price";

2.  In paragraph 3.6 of the Terms and Conditions, "T+2" shall be replaced by "T+5"; and

3.  Each Placee represents and warrants to each of the Company, the Investment Manager and Investec that it has not been engaged to acquire the C Shares (a) on behalf of any other person in the UK who is not a qualified investor (within the meaning of Article 2(e) of the UK Prospectus Regulation) unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA or (b) where it has been engaged to acquire C Shares on behalf of any other person in the EEA who is not a qualified investor (within the meaning of Article 2(e) of the EU Prospectus Regulation) unless the offer of the C Shares is not treated under the EU Prospectus Regulation as having been made to such other person.

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[1] Allocation refers to the commitment or NAV amounts stated in the RNS announcements for each investment adjusted for a) the FX rate as at 30 June 2022 for Vertical Bridge, CyrusOne, Delta Fiber and Cartier Energy; b) the FX rate at the respective RNS announcement date for Primafrio, Calpine, Vantage and Fudura; c) the FX rate as of 31 August 2022 for Deal #10 which is in legal closing. The allocation for National Grid Gas Transmission reflects the commitment amount stated in the RNS announcement with no FX adjustment required given asset is denominated in GBP. Note: Pantheon opinion. There is no guarantee that commitments under legal closing will be closed. Rounding accounts for the difference between individual amounts and the total stated.

[2] Pantheon internal data from 2015 to August 31, 2022. Screened and completed deal flow is based on total value of transactions (US$). Conversion rate is based on value of commitments screened (US$bn) relative to total committed (US$bn) including deals pending legal closing across all infrastructure co-investments. Time period starts in 2015 as this was the first year Pantheon completed infrastructure co-investments in its infrastructure commingled funds

[3] Source: Global Infrastructure Hub, 2019. Source: Cisco Visual Networking Index: Forecasts and Trends, 2017-2022 and Cisco Annual Internet Report (2018-2023).

[4] Pantheon opinion.

[5] Source: Pantheon opinion, Inframation (September 2022).

[6] Invested commitments at 30 June 2022 are stated using the 30 June 2022 FX rates

[7] Based on the £344m total invested, committed and in legal closing, illustrative analysis shows that a 1% increase in inflation would have a c.3% positive impact; a 1% decrease in inflation would have a c.3% negative impact. The discount rate, calculated using the estimated weighted average discount rate of the 10 assets invested, committed to and in legal closing, is a gross 13.7% underwritten by the sponsor at the time of acquisition and excludes certain tax and other costs. PINT is targeting a net 8-10% p.a. NAV total return. A 1% decrease in the discount rate would have a c.7% positive impact; and a 1% increase in the discount rate would have a c.6% negative impact. These impacts have been calculated in isolation of all other assumptions which are held constant. There is no guarantee that these sensitivities will reflect the actual performance of the Portfolio and figures calculated are unaudited.

^[8] Pantheon opinion.

^[9] Prospective investors in the Company will need to undergo their own internal assessment process to determine if they are satisfied that investing in the Company is compliant with their own investment policies, including but not limited to the investor's internal ESG policy and any other underlying obligations to its investor.

 

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