Doc re prospectus: Placing and Open Offer

PANTHEON INTERNATIONAL PARTICIPATIONS PLC ("PIP" or the "Company" )      

      Publication of a prospectus in relation to a Placing and Open Offer      

21 May 2007

Publication of prospectus

The Board of Directors of PIP (the "Directors") announces that a prospectus has
been published today in relation to the Placing and Open Offer (the "Issue") of
up to 11,050,000 ordinary shares in PIP at a price of 905 pence per share (the
"Issue Price") to raise up to approximately £100 million before expenses. The
Open Offer is being made to existing ordinary shareholders on the basis of 1
ordinary share for every 5 ordinary shares held at close of business on 17 May
2007 (the "Record Date").

The prospectus will shortly be available for viewing at the Document Viewing
Facility of the UKLA.

The Placing and Open Offer are subject to the approval of ordinary shareholders
to be sought at an extraordinary general meeting convened for 14 June 2007.

Expected timetable

17 May 2007 Record date for entitlement under the Open Offer

21 May 2007 Publication of the prospectus

22 May 2007 Ordinary shares marked "ex" entitlement and Open Offer entitlements
credited to CREST accounts of Qualifying CREST Shareholders

3.00 p.m. on 11 June 2007 Latest time and date for splitting of Application
Forms (to satisfy bona fide market claims only)

11 a.m. on 13 June 2007 Open Offer closes

14 June 2007 Extraordinary General Meeting to approve the Issue

Last date for receipt of placing commitments

8 a.m. on 20 June 2007 Admission and commencement of dealings in new ordinary
shares

Introduction

The Company is the longest-established private equity fund-of-funds quoted on
the London Stock Exchange, enabling private investors as well as institutions
to gain access to a substantial portfolio of unquoted companies in the US, UK,
Continental Europe and Asia, within funds managed by experienced private equity
managers.

The primary investment objective of the Company is to maximise capital growth
by investing in private equity funds and, occasionally, directly in private
companies.

Information and background on the Issue

Market Conditions

Highly favourable conditions have continued for buyout investors to acquire
companies in leveraged buyout transactions. Private equity can, in many cases,
provide companies with an ownership structure that is more conducive to
aligning the interests of shareholders and management. The rapid decision
making and close accountability which are key features of such ownership
structures has meant that the buyout industry has continued to attract top
quality management teams. These factors, combined with recent record
fundraisings by private equity firms and debt markets that continue to
accommodate the high levels of issuance associated with leveraged buyout
transactions, have expanded the number of opportunities for buyout funds to
acquire companies, including even the largest companies.

The Company's manager, Pantheon Ventures Limited (the "Manager"), expects the
current high levels of new investment from buyout funds to continue as long as
debt finance continues to be available on favourable terms, and distributions
from existing investments should also remain strong during this period. This
will mean that investment activity levels, and consequently the rate at which
the Company is financing investment calls, should also remain high during this
period.

In addition to the buyout market, the venture capital market has strengthened,
with venture capital investment in US companies reaching its highest level for
five years. The Manager expects this part of the private equity market to
remain active.

The Manager believes that a number of factors have driven the market for
secondary investment, including the cumulative growth of primary investment in
private equity funds in recent years, changes in the investment strategy of
investors, more active portfolio management by investors and regulatory
changes.

The Directors believe that the growth in the market for secondary interests in
private equity funds should continue to provide attractive investment
opportunities for the Company. The Directors further believe that the Company's
ability to participate in such opportunities is enhanced by its entitlement,
under Pantheon's secondary investment allocation policy, to invest alongside
the US$2 billion Pantheon Global Secondary Fund III, a fund established by the
Pantheon Group in July 2006 for the purpose of acquiring secondary investments.
The fundraising would therefore increase the ability of the Company to
participate in secondary investment opportunities that arise in the foreseeable
future.

The Company

The Company has also had an active year, committing a record £281 million to
private equity investments in the nine month period ended 31 March 2007, which
compares to £240 million committed to investments during the whole of the
previous year. Of this amount, £134 million relates to the purchase by the
Company, in nine separate transactions, of secondary interests in private
equity funds. The largest such secondary investment comprised the acquisition,
by the Company and several other funds managed or advised by Pantheon, of a
portfolio of partnership interests in over 90 venture funds and direct
investments in eight companies and was completed on 31 October 2006 for a total
cash consideration of approximately $280 million, of which the Company's
proportion was approximately $74.1 million. Of the total transaction
consideration payable by the Company, approximately $27.8 million has been
deferred until 14 December 2007.

Following the recent period of investment activity described above, the Company
has drawn down approximately £20 million of its principal £80 million loan
facility from The Royal Bank of Scotland plc.

As at 30 April 2007the Company had unaudited net assets of £492.8 million and
an unaudited NAV per share of 890.4 pence , representing an increase of
approximately one per cent. in the unaudited NAV per share since 31 March 2007
and an increase of 7.4 per cent. in the unaudited NAV per share since 31
December 2006. As at the close of business on 17 May 2007 (the latest
practicable date prior to the issue of this announcement), the middle market
quotation for an Ordinary share as derived from the Daily Official List of
London Stock Exchange PLC was 917.5p.

Reasons for the Issue

The Directors believes that the Issue is in the interests of the Company and
its shareholders because:

 i. the Issue will provide the Company with increased financial resources to
    implement its investment strategy. Following increases in the rate of the
    Company's primary investment programme, which is designed to give the
    Company continuing strategic access to top tier private equity managers,
    commitments under the primary programme are expected to substantially
    absorb cash generated from existing assets. The fundraising will therefore
    increase the Company's ability to participate in secondary investment
    opportunities in the future as the market for these interests grows. The
    opportunistic purchase of secondary investments in existing funds can
    benefit the Company by adding more mature assets to the Company's portfolio
    from which distributions are received over a shorter period of time. In
    addition, the Company benefits to the extent that the fees and expenses
    that occur in the first few years of a fund's life have already been paid;
   
ii. under the terms of the Placing new investors will have the opportunity to
    acquire new ordinary shares in the Company providing the Company with the
    opportunity to further broaden its shareholder base and increase the size
    of the ordinary share class, potentially enhancing levels of liquidity in
    the ordinary shares; and
   
iii. by increasing the size of the Company, its fixed operating expenses can be
    spread over a wider asset base.
   
Use of Proceeds

The Company intends that the net proceeds of the Placing and Open Offer will be
used as follows:

 i. in re-paying the drawn down amount, being approximately £20 million as at
    the date of this document, of its principal £80 million loan facility with
    The Royal Bank of Scotland plc;
   
ii. to the extent of any surplus, for investment in accordance with the
    Company's investment policy (further details of which is set out in the
    prospectus) including, in particular, pursuing investment opportunities to
    acquire secondary interests.
   
Loan Facility

In addition to the Issue, the Company is intending to replace its principal £80
million loan facility with The Royal Bank of Scotland plc with an unsecured
loan facility of up to £150 million.

Details of the Issueand Issue Price

The Company is proposing to raise up to approximately £100 million, before
expenses, through the issue of new ordinary shares by way of the Placing and
Open Offer. Neither the Placing nor the Open Offer is conditional upon a
minimum amount being raised. The Issue is not underwritten.

Pursuant to the terms of a placing agreement between inter alia Dresdner
Kleinwort and the Company, Dresdner Kleinwort will seek to place with certain
existing and new investors up to 11,050,000 new ordinary shares at the Issue
Price, less the number of new ordinary shares required to satisfy valid
applications under the Open Offer to the extent accepted by the Company.

Under the Open Offer, Qualifying Shareholders (as defined in the prospectus)
are entitled to apply to subscribe for new ordinary shares at the Issue Price
pro rata to their holdings of ordinary shares as at the Record Date on the
basis of 1 new ordinary share for every 5 ordinary shares held at the Record
Date ("Open Offer Entitlements"). Entitlements of Qualifying Shareholders to
apply to subscribe for ordinary shares under the Open Offer will be rounded
down to the nearest whole number of new ordinary shares in order that
fractional entitlements do not arise.

Valid applications under the Open Offer will be satisfied in full up to
applicants' Open Offer Entitlements. Applicants can apply for less or more than
their entitlements under the Open Offer but the Company cannot guarantee that
any application for more than an Open Offer Entitlement will be satisfied as
this will depend in part on the extent to which other Qualifying Shareholders
apply for less than or none of their own Open Offer Entitlements. The Company
may satisfy valid applications for more than the Open Offer Entitlement of
applicants in whole or in part but reserves the right not to satisfy any excess
above any Open Offer Entitlement. The Directors may scale back applications
made in excess of Open Offer Entitlements on such basis as it reasonably
considers to be appropriate in the interests of the Company, giving priority to
applicants with smaller holdings of Existing Ordinary Shares and having regard
to any participation of relevant applicants in the Placing. To the extent that
the monies subscribed by an applicant in relation to any valid application for
new ordinary shares under the Open Offer exceeds the aggregate value, at the
Issue Price, of the new ordinary shares issued pursuant to that application,
the excess subscription monies will be returned by the Company to that
applicant (at the applicant's risk and without interest).

In order to satisfy valid applications under the Open Offer, the Directors may,
at its discretion, allot new ordinary shares in excess of the aggregate Open
Offer Entitlements of Qualifying Shareholders, in which case the number of new
Ordinary Shares available for the Placing will be reduced accordingly.

To the extent that the new ordinary shares available under the Open Offer are
not validly applied for in full, the shares not so applied for will be made
available under the Placing.

New ordinary shares issued pursuant to the Placing and Open Offer will be
issued at the Issue Price of 905p. The Issue Price is the Net Asset Value per
Share of 890.4 pence as at 30 April 2007 plus a premium of 1.64 per cent.
estimated to cover the costs of the fundraising. It should be noted that the
premium may be in excess of, or fall short of, the actual expenses incurred in
respect of the fundraising. The actual expenses are dependent on the monies
raised in the fundraising and the proportion of such monies subscribed by
placees introduced by the Manager. Any resulting appreciation or dilution to
NAV would be minimal. 30 April 2007 is an extraordinary calculation date for
the purposes of the Placing and Open Offer and the NAV per Share as at that
date has been determined in accordance with the valuation principles referred
to in the prospectus.

The Placing is conditional, among other things, upon the passing of the
resolutions summarised below, the Placing Agreement becoming unconditional in
all respects and not being terminated in accordance with its terms and
Admission becoming effective in relation to the new ordinary shares to be
allotted pursuant to the Placing.

The Open Offer is conditional, among other things, upon the passing of the
resolutions summarised below, the Placing Agreement becoming unconditional in
all respects and not being terminated in accordance with its terms and
Admission becoming effective in relation to the new ordinary shares to be
allotted pursuant to the Open Offer.

Extraordinary General Meeting

To give effect to the Placing and Open Offer it will be necessary to increase
the authorised ordinary share capital of the Company. An extraordinary general
meeting of the Company has been convened for 10.30 a.m. on 14 June 2007 for the
purpose of considering and, if thought fit, passing resolutions which involve:

(a) increasing the authorised share capital of the Company;

(b) authorising the Directors to allot the increased ordinary share capital;
and

(c) disapplying shareholders' statutory pre-emption rights in relation to the
allotment of new ordinary shares for the purpose of giving effect to the
Placing and Open Offer.

Notice of the extraordinary general meeting is set out in the prospectus. No
separate approval of the Company's Redeemable Shareholders is required for the
purposes of effecting the Placing and Open Offer, although redeemable
shareholders are entitled to attend the extraordinary general meeting.

Contacts

Rhoddy Swire [phone]

Pantheon International Participations PLC

Andrew Lebus [phone]

Pantheon Ventures Limited

Lewis Aldridge [phone]

Pantheon Ventures Limited

Andrew Zychowski [phone]

Dresdner Kleinwort

Dominic Waters [phone]

Dresdner Kleinwort

Robbie Robertson [phone]

Dresdner Kleinwort

The contents of this announcement have been approved by Pantheon Ventures
Limited (a company authorised and regulated by the Financial Services
Authority) for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000.

This announcement, which is for information purposes only, is not a prospectus
and does not constitute, or form part of, any offer to sell or an invitation to
purchase or subscribe for shares, nor may it or any part of it, nor the fact of
its distribution, form the basis of, or be relied upon in connection with, any
contract relating thereto. Any application to subscribe for shares in the
Company under the Placing or the Open Offer must be made only on the basis of
the published prospectus. The information contained herein has not been
independently verified by Dresdner Kleinwort or any of its connected persons.
It should not be considered as a recommendation by Dresdner Kleinwort, Pantheon
Ventures Limited or the Company or any of their directors, officers, employees,
agents or advisers to subscribe for shares under the Placing or Open Offer.
Neither Dresdner Kleinwort nor Pantheon Ventures Limited nor any of their
directors, officers, employees, agents or advisers accepts any liability or
responsibility for the accuracy or completeness of, nor makes any
representation or warranty, express or implied, with respect to, the
information contained in this document or on which this document is based or
any other information or representations supplied or made in connection with
the proposed Placing and Open Offer of ordinary shares in the Company.

Dresdner Kleinwort Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for the Company, and for no-one else in
connection with the contents of this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Dresdner Kleinwort Securities Limited, or for affording advice in
relation to the contents of this announcement or any matters referred to
herein. Dresdner Kleinwort Securities Limited is not responsible for the
contents of this document. Dresdner Kleinwort Securities Limited has given and
not withdrawn its written consent to the issue of this announcement with the
inclusion of the reference to its name in the form and context in which it is
included.

Pantheon Ventures Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company, and for no-one else in
connection with the contents of this announcement and will not be responsible
to anyone other than the Company for providing the protections afforded to
customers of Pantheon Ventures Limited, or for affording advice in relation to
the contents of this announcement or any matters referred to herein. Pantheon
Ventures Limited has given and not withdrawn its written consent to the issue
of this announcement with the inclusion of the reference to its name in the
form and context in which it is included.

Not for release, publication or distribution in whole or in part, directly or
indirectly in or into the United States, Australia, Canada, Italy, Japan,
Republic of South Africa or New Zealand or any other jurisdiction where to do
so might constitute a violation of local securities law or regulation or
require any action to be taken to register or qualify. Any failure to comply
with this restriction may constitute a violation of the laws of the relevant
jurisdiction.