Interim Results - 6 Months to 31 December 1999
Pantheon Intl Participations PLC
7 March 2000
The Board of Pantheon International Participations PLC (PIP)
today announces the unaudited results for the six months to 31
December 1999.
The key highlights are:
* Net assets have increased by 13.6% from £145.8 million to
£165.6 million
* The fully diluted return per share was 56.17p (compared with
13.40p for the six months to 31 December 1998)
* On 6 December 1999, the Company purchased a portfolio of 18
private equity funds for a price of £20.7 million
* On 17 December, the Company announced its intention to put
proposals to shareholders for the reorganisation of its
share capital
Lionel Stopford Sackville, Chairman of PIP, commented:
'This is an exciting period for the Company, which is poised
to adopt a more efficient capital structure at a time when
private equity returns and opportunities have never been
greater. The proposed changes are innovative and will put the
Company in a unique position to grow and offer all types of
investors private equity investment opportunities through a
quoted vehicle.'
For further information, please contact:
Rhoddy Swire, Director
Pantheon International Participations PLC 020 7484 6200
Vanessa Anderson/Elizabeth Ware
Ludgate Communications 020 7253 2252
NOTES TO EDITORS
PIP
*Pantheon International Participations ('PIP') is a £165
million investment trust, managed by Pantheon Ventures Ltd.,
which uses an international fund of funds approach to
private equity investment.
*PIP has investments in over 130 private equity funds whose
portfolios contain investments in over 1,200 companies.
*The Company is the only independent, private equity capital
fund of funds investor quoted on the London Stock Exchange.
PIP enables individuals as well as institutions to gain
access to a substantial portfolio of unquoted companies in
the USA, UK, Continental Europe and Asia, within funds
managed by experienced private equity managers.
*Within its stated primary investment objective, the Company
invests in private equity funds both as secondary interests
and by subscribing to new funds. As an adjunct to this
activity, the Company may occasionally acquire direct
holdings in unquoted companies usually where a vendor is
seeking to sell a combined portfolio of funds and direct
holdings. PIP's investment policy also extends to investing
directly in companies where there is a private equity
manager, well known to the Company, investing on the same
terms.
Pantheon Ventures Limited
*Pantheon Ventures Ltd. has been active in the private
equity sector since 1982 and currently manages over £2.5
billion, invested in over 450 private equity funds in over
30 countries.
CHAIRMAN'S STATEMENT (in full)
Results and Valuation
I am pleased to report that the net assets of the Company
increased by 13.6%, from £145.8 million to £165.6 million, in
the six months to 31 December 1999. The total return per
share for the period was 56.17p, compared with 13.40p for the
six months to 31 December 1998.
It is important to note that the Company's policy is to value
private equity funds using the most up-to-date accounts
available, which for the latest valuation were mostly dated 30
September 1999. Some of the funds contain shares that were
quoted on that date and were valued at an appropriate discount
to the quoted price on 30 September 1999. Many of these
shares, particularly those related to technology and the
Internet, have risen in price between 30 September and 31
December 1999. However it is impossible for the Company to
include these shares at this more recent price because some of
them may have been sold by the fund managers. The Manager has
estimated that the valuation might increase by between £5
million and £10 million if all quoted stocks held within funds
at 30 September 1999 were included at an appropriate discount
to the market price at 31 December 1999.
It should be pointed out that these uplifts only become
realised by the Company when the shares are sold and the
proceeds are distributed, and that the level of price
volatility for these shares is very high.
Activity in the Period
The six months to 31 December 1999 has been dominated by two
events: the completion of the purchase of a major portfolio of
secondary interests; and the announcement by the company of a
reorganisation, including the return of excess cash to
shareholders and the raising of further, more flexible capital
to replace it.
On 6 December 1999 the Company purchased a portfolio of 18
private equity funds for a price of £20.7 million, including
outstanding commitments of £3.5 million. These investments
are predominantly in US funds. The largest fund investment
was an interest in DLJ Merchant Banking II, which now forms
the Company's largest investment.
The Company also made a number of other secondary purchases
and commitments to new funds, bringing investment in the
period to a total of £33.1 million. The new funds included
Enterprise Partners V, Industri Kapital Fund 2000, Telecom
Partners III, Worldview Technology Partners III and Polaris
Venture partners III. However the high rate of distributions
continued, so that net investment cash outflow was only £10.0
million.
Share Capital Reorganisation
On 17 December the Company announced its intention to put
proposals to shareholders for the reorganisation of its share
capital. These proposals are aimed at reducing the level of
cash that the Company is holding on its balance sheet whilst
allowing it to increase the size of its investment programme.
A copy of the press release is attached. I am pleased to
report that the proposals have been well received. Further
details of the scheme will be sent to shareholders during
February, prior to seeking Court and shareholder approval.
The Directors believe that the scheme is in the interest of
all shareholders.
Outlook
This is an exciting period for the Company, which is poised to
adopt a more efficient capital structure at a time when
private equity returns and opportunities have never been
greater. The proposed changes are innovative and will put the
Company in a unique position to grow and offer all types of
investors private equity investment opportunities through a
quoted vehicle.
17 December 1999
PROPOSAL TO REORGANISE SHARE CAPITAL
Pantheon International Participations PLC (PIP), the
specialist investment vehicle for private equity funds,
announces its intention to put proposals to shareholders for
the reorganisation of its share capital.
Cash efficiency
PIP has achieved a return on shareholders' assets of
approximately 15% per annum since launch in 1987,
outperforming the FTSE All-Share Index over the period.
However, its performance has been affected by having to hold a
significant amount of cash on its balance sheet to fund
outstanding commitments. The Manager estimates that in the
absence of this 'cash drag' the net asset value (NAV)
performance of PIP would have been around 20% per annum.
PIP and its adviser, Collins Stewart, are now proposing an
innovative structure to enable it to maintain its commitment
to private equity investment whilst substantially eliminating
this 'cash drag'.
Surplus cash returned to shareholders
The Company proposes to return to shareholders the uninvested
cash at the time of the reorganisation. This cash will be
repaid by means of a cancellation of shares at a discount of
not more than 5 percent to the NAV at the time of the
reorganisation.
Participating Loan Notes
Under the proposals, a proportion of the Company's issued
share capital will be converted into participating loan notes
(PLNs). It is expected that PLNs will represent approximately
£30 million of the net assets of PIP after conversion. The
value of the PLNs will track the NAV per share of the Company
while in issue and will mirror any dividends paid on the
ordinary shares. PLNs will be redeemed at a discount no
greater than 1% to the prevailing NAV and further PLNs will be
issued at the prevailing NAV.
The Directors will seek permission for the listing of the PLNs
on the London Stock Exchange, which together with regular
redemptions, will provide greater liquidity for investors.
Court approval will be required for this reorganisation.
Further investment
Undertakings to subscribe for further PLNs in the future will
be sought as a means of ensuring that at all times the Company
always has access to cash resources to fund its future
investment programme efficiently. The Board is now satisfied
that certain institutions will subscribe for a substantial
amount of further PLNs.
Cash received in the future by the Company from its invested
portfolio will be used to fund further investments or to
redeem PLNs.
Future prospects
The Directors of PIP anticipate that this flexible structure
will not only enhance the growth prospects of the ordinary
shares, but should allow PIP to grow in line with the
increasing demand for private equity. PIP will continue to
provide access to private equity markets for individuals and
institutions through both the ordinary shares and the PLNs.
Lionel Stopford Sackville, Chairman of PIP, said, 'When PIP
was formed in 1987 it was the first of its kind. With these
innovations the Company will remain at the forefront of
private equity investing. The new structure will enable PIP
to expand its activities, both by subscribing to new funds and
by selectively acquiring secondary interests.'
Rhoddy Swire, Chairman of the Manager, Pantheon Ventures
Limited, said, 'The proposed structure provides investors with
all the advantages of a quotation combined with the efficiency
of a private equity fund vehicle.'
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
Summarised statement of Total Return of the Company(unaudited)
(incorporating the revenue account*)
1999
Revenue Capital Total
£'000s £'000s £'000s
Gains on - 19,375 19,375
investments
Currency
(losses)/gains on
capital items - (258) (258)
Income
Dividend and bond
interest 2,498 - 2,498
Other income 52 - 52
Investment
management fee (1,107) - (1,107)
Other expenses (502) - (502)
Return on ordinary
activities before
tax 941 19,117 20,058
Tax on ordinary
activities (270) - (270)
Return on ordinary
activities
after tax for the
period
attributable to
equity shareholders 671 19,117 19,788
Return per ordinary
share**
- Basic 1.98p 56.33p 58.31p
- Diluted 1.90p 54.27p 56.17p
1998
Revenue Capital Total
£'000s £'000s £'000s
Gains on
investments - 4,168 4,168
Currency
(losses)/gains on
capital items - 17 17
Income
Dividend and bond
interest 1,807 - 1,807
Other income 35 - 35
Investment
management fee (984) - (984)
Other expenses (453) - (453)
Return on ordinary
activities before
tax 405 4,185 4,590
Tax on ordinary
activities - - -
Return on ordinary
activities
after tax for the
period
attributable to
equity shareholders 405 4,185 4,590
Return per ordinary
share**
- Basic 1.19p 12.33p 13.52p
- Diluted 1.18p 12.22p 13.40p
* The revenue column of this statement is the profit and loss
account of the Company.
**The accounts have been prepared using accounting standards
and policies adopted at the year end with the exception of
income, which has been calculated in accordance with the
recently issued Financial Reporting Standard No 16: Current
Tax. The comparatives have been restated to reflect this
change.
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
Summarised Balance Sheet of the Company (unaudited)
As at 31 As at 30 As at 31
Dec 1999 June 1999 Dec 1998
£'000s £'000s £'000s
Investments 152,191 140,696 130,730
Net current assets 13,396 5,093 5,182
Total net assets
attributable to
ordinary shareholders 165,587 145,789 135,912
Net revenue for the
period (671) - (405)
Total net asset for the
purposes of calculating
the net assets per
ordinary share 164,916 145,789 135,507
Number of ordinary
shares in issue 33,940,276 33,936,363 33,936,363
Number of warrants in
issue* 5,238,632 5,242,545 5,242,545
Net asset value per
share
- Basic 485.9p 429.6p 399.3p
- Fully diluted 454.4p 405.6p 379.3p
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
Summarised statement of Cashflow (unaudited)
As at 31 As at 31
December December
1999 1998
£'000s £'000s
Net cash inflow from operating
activities 1,855 39
Capital expenditure and financial
investment
Calls and purchases of investments (79,186) (38,725)
Distributions and sales of
investments 81,370 39,993
Exchange losses on settlement (25) (137)
Net cash inflow from capital
expenditure and financial investment 2,159 1,131
Financing
Proceeds of warrant conversion 10 -
Net cash inflow from financing 10 -
Equity dividends paid - (679)
Increase in cash 3,345 1,170
The above financial information does not constitute statutory
accounts as defined in Section 240 of the Companies Act 1985.
The comparative financial information for the year end 30 June
1999 are taken from the full accounts which have been
delivered to the Registrar of Companies and contained an
unqualified audit report.
Signed on behalf of the Board
L.G. Stopford Sackville
Chairman
6 March 2000