Net Asset Value(s)
27th October 2011
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
NET ASSET VALUE AT 30th SEPTEMBER 2011
The Board of Pantheon International Participations PLC ("PIP"), the quoted
private equity fund-of-funds investment trust, today announces an unaudited net
asset value ("NAV") per share of 1,151.7p± at 30th September 2011, an increase
of approximately 4% per share on the adjusted NAV per share at 30th June 2011
(an explanation of the adjustment to the NAV at 30th June 2011 has been
provided later in this announcement).
The net assets increased (relative to the adjusted NAV at 30th June 2011) by
£125.6m in the quarter from £733.1m to £858.7m, including an issue of redeemable
shares amounting to £100.5m in exchange for Loan Notes. Net gains of £24m were
made in the quarter from valuation uplifts in the portfolio, predominantly
across the Company's buyout and venture assets based in the USA and Europe.
Gains from movements in exchange rates totalled £7m. Interest and expenses of
£4m were offset by income of £4m. The net asset value excludes the £6m (at
market value) of redeemable shares bought back by the Company at the end of
August 2011. These shares are currently being held in treasury.
Further details of the issue of the new redeemable shares and share buybacks
can be found later in this announcement.
Valuations
PIP's valuation policy for private equity funds is based on the latest accounts
produced by the managers of the funds in which PIP has holdings. In the case of
the valuation as at 30th September 2011, the majority of valuations (accounting
for circa 96% by value) are dated 30th June 2011. Within the portfolio's
underlying fund investments approximately 8% of PIP's portfolio value at 30th
September 2011 was comprised of quoted investments. The quoted market holdings
at the date of the latest fund accounts were reviewed and adjusted to the
market value of those holdings at 30th September 2011, in accordance with the
Company's valuation policy.
Cash Flow
During the quarter ended 30th September 2011, PIP received distributions from
private equity assets of £39m and invested £14m through drawdowns on
commitments to underlying private equity funds. Net cash inflow, which was £25m
in the quarter, has now been positive for eight consecutive quarters.
New Commitments and Share Buybacks
PIP made no new commitments in the quarter ended 30th September 2011. For any
new investment commitments, the Company currently intends to emphasise
opportunities in the secondary market. The fundamentals driving the secondary
market remain compelling but the Company will continue to adopt a cautious
approach to new investments given the difficult market outlook.
The growth in cash resources, resulting from continued strong cash generation
through realisations, has increased the Company's capacity to acquire its own
shares when, in the December quarter, secondary market activity is expected to
be slower. The Board has tabled a resolution for the AGM and a separate class
meeting of redeemable shareholders on 22nd November 2011 to provide
shareholders with an opportunity to vote on a proposed change of the Articles
which would increase the Company's flexibility to buy its own shares by
increasing the duration of the quarterly trading periods specified in the
Articles.
In the view of both the Board and the Manager, the current discount to the 30th
September NAV per share of approximately 47% does not reflect the high quality
of the portfolio and the strength of the Company's balance sheet.
In August 2011, PIP bought back 940,000 redeemable shares for £6.4m,
representing an average purchase price of 683p (a 38% discount to the 30th June
adjusted NAV per share). These redeemable shares are currently being held in
treasury. The value and number of shares held in treasury have been excluded
from the NAV calculation resulting in an uplift to NAV per share of 6.3p.
The Board will consider further targeted share buybacks as a means of enhancing
NAV per share. As the Company's shares trade at such a historically high
discount, this will be an investment priority in the currently prevailing
market conditions.
Realisation Activity
The Company has continued to experience a substantial increase in year-on-year
realisation activity. In many cases, distributions received by PIP represent
healthily profitable realisations. Examples of distributions in the quarter
include†:
* Converteam, a world leader in power conversion engineering, was sold to
General Electric in September. PIP held Converteam through Barclays Private
Equity European Fund III. The exit generated an overall cost multiple of
1.95 times. The distribution received by PIP in the quarter relating to
Converteam amounted to £3.7m.
* Phadia Group, an in-vitro diagnostics company based in Sweden, was sold to
Thermo Fisher Scientific in August 2011. PIP held Phadia Group through the
fourth Cinven fund. The exit generated an overall cost multiple of 3.4
times. The distribution received by PIP in the quarter relating to Phadia
Group amounted to £1.6m.
In addition to distributions received in the quarter, the Company is aware of
impending exits which have been announced for a number of portfolio companies
which are likely to generate significant distributions in the coming quarters.
Examples of these exits include:
* On 30 September 2011, Archer Capital and its co-investors completed the
sale of their 100% stake in MYOB, Australia's leading provider of business
management software in a deal worth approximately $1.2bn. PIP holds MYOB
via Archer Capital, and the exit generated returns in excess of 3.2 times
cost.
* In May 2011, Nordic Capital announced an agreement to sell Nycomed, a
privately-owned pharmaceutical company, to Takeda Pharmaceutical Company
Limited for €9.6bn on a cash-free, debt-free basis. PIP holds Nycomed via
Avista Capital Partners and Nordic Capital V and VI, and the exit should
generate an approximate 35% uplift on the value of PIP's holding before the
announcement of the sale.
Call Activity
The Company continued to invest through calls from its undrawn commitments.
Examples of calls in the quarter include:
* Golden Gate Capital invested in California Pizza Kitchen ("CPK"), a casual
dining chain based in the USA, and Lawson Software, a global provider of
business application software, maintenance and consulting. The call paid by
PIP relating to CPK and Lawson Software amounted to £1.4m.
* Barclays Private Equity invested in Coventya, a leading company in the
development and supply of electroplating and surface treatment. Barclays
Private Equity intends to pursue the Company's ongoing development
strategy, notably through acquisitions in emerging markets. Additionally,
Barclays Private Equity invested in OASE, a supplier of products and
systems for water gardens, fountain technology and lake management. The
investment is intended to support expansion into new regions, the
development of the product portfolio and the strengthening of the company's
market position in existing markets. The call paid by PIP relating to
Coventya and OASE amounted to £0.8m.
* Sterling Investment Partners invested in Excelligence Learning Corporation
("Excelligence"), a leading developer, manufacturer, distributor and
retailer of educational products and supplies for child care programmes,
schools and consumers. The investment is intended to provide the necessary
resources to fuel potential acquisitions and organic growth of new and
existing products. The call paid by PIP relating to Excelligence amounted
to £0.5m.
Outstanding Commitments
Outstanding commitments to investments, which are likely to be called over
several years, stood at £229m at 30th September 2011, calculated using exchange
rates at that date.
Cash Balance and Bank Loan Facility
As at 30th September 2011, PIP had cash balances equivalent to a total of £44m.
In addition, the Company's multi-currency revolving credit facility agreement
("the Bank Loan Facility"), comprising an $82m US dollar facility and a €57m
euro facility, was completely undrawn. The Bank Loan Facility expires in June
2015.
Based on exchange rates at 30th September 2011, PIP's total available liquid
financing capacity stood at £145m.
Drawdown of Redeemable Shares and Repayment of Loan Notes
On 24th August 2011 the Company drew down on commitments to subscribe £100.5m
for new redeemable shares of £0.01 each in the capital of the Company from the
institutions with whom the Company had entered into standby subscription
agreements under which those institutions could be called upon by the Company
to subscribe for new redeemable shares in the Company ("Standby Commitments").
Simultaneously, the Company repaid £100.5m of outstanding unsecured
subordinated loan notes ("Loan Notes") held by those institutions. These
actions effectively exchanged the full balance of the Loan Notes for new
redeemable shares.
Based on the adjusted NAV per share of 1,104.12p at 30th June 2011, the Company
issued 9,102,279 new redeemable shares. Following this, and excluding the
940,000 redeemable shares bought back by the Company and held in treasury, the
Company now has 37,033,534 redeemable shares in issue, taking the total number
of ordinary and redeemable shares in issue (excluding the shares held in
treasury) to 74,554,547.
As announced on 28th September 2011, the Company has terminated all the
remaining unutilised Standby Commitments amounting to £49.5m with effect from
30th September 2011. The majority of these agreements were due to expire at the
end of 2011.
Foreign Exchange Exposure
At 30th September 2011, the value of the private equity investment assets stood
at £820m. Of the private equity investment assets at PIP's holding level, 70%
were represented by funds reporting values denominated in US dollars, 23%
denominated in euros, 6% denominated in sterling and 1% denominated in other
currencies. Of the 70% of investment assets denominated in US dollars,
approximately 5% are invested in funds investing mainly in Europe and
approximately 10% in funds investing mainly in Asia. In addition to the funds
reporting values denominated in sterling, many of the euro-denominated funds
have investments in the UK.
Adjusted NAV per Share at 30th June 2011
The adjusted NAV per share at 30th June 2011 of 1,104.12p excluded a derivative
asset ("Standby Asset") relating to the Company's Standby Commitments. The
Board was advised by the Company's auditors that these agreements needed to be
included as an asset in the Company's accounts at 30th June 2011 in order to be
compliant with FRS 26. The Board considers that the best measure of the
Company's economic value to shareholders at 30th June 2011 was the adjusted NAV
per share. Due to the drawdown of £100.5m of the Standby Commitments in August
2011, and the cancellation of the remaining Standby Commitments in September
2011, the Standby Asset was eliminated with effect from 30th September 2011 and
therefore is no longer held on the balance sheet.
±At the end of August 2011 the Company purchased 940,000 redeemable shares,
which are being held in treasury. The NAV per share of 1,151.7p is based on net
assets of £858.7m, which excludes the market value of shares held in treasury.
Additionally, the number of shares used in the calculation of the NAV per share
of 1,151.7p excludes the shares held in treasury. The NAV per share including
the shares held in treasury valued at the mid-market price on 30th September
2011 would be 1,145.4p per share.
†Distribution and call amounts included in this announcement as examples refer
to the distribution or call which relates to the discussed company. The
distribution or call amount may include small amounts relating to other
companies or items.
Ends
NOTES
PIP
Pantheon International Participations ("PIP") is a London quoted investment
trust, managed by Pantheon, one of the longest-established international
private equity fund-of-funds managers, investing in both primary funds and
secondary transactions. With investments in private equity funds, covering late
stage buyouts to early stage technology, PIP enables individuals as well as
institutions to gain access to a substantial portfolio of unquoted companies in
the USA, the UK, Continental Europe and Asia, within funds managed by
experienced private equity managers. PIP 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
Pantheon has been active in private equity since 1982 and is now one of the
world's leading private equity fund-of-funds managers, with £15.9bn under
management (as at 30th June 2011). Pantheon has offices in London, San
Francisco, New York and Hong Kong, and has made investments in over 1,000 funds
globally.
For more information please visit PIP's website at www.pipplc.com or contact:
Andrew Lebus or Alexis Barling
Pantheon
020 7484 6200
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of this announcement.