Final Results
Pantheon Intl Participations PLC
21 September 2001
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
PRELIMINARY ANNOUNCEMENT OF RESULTS
CHAIRMAN'S STATEMENT
I am pleased to report that the Company has continued to show strong
performance in the year to 30 June 2001, growing its fully diluted Net Asset
Value by 11.5% to 669.1p per share. This compares with a fall in the FTSE
All-Share Total Return Index of 7.8% over the same period.
The price of the Company's shares increased 25.5% to 574.0p at 30 June while
the price of the Participating Loan Notes (PLNs) rose by 22.8% to 590p over
the first full year of the instrument's existence. Since the end of the year,
however, the dramatic fall in markets has impacted the Company's share price.
Total return per share during the period was 86.5p. In line with the
Company's principal objective of achieving capital growth for shareholders, no
dividend (or PLN interest payment) has been recommended.
The private equity portfolio showed a gain of 18.2% over its opening value
including realised gains of £23.9 million. The Company achieved this level of
realisations in the context of a contracting market for private equity exits.
The Company's returns from primary fund investments since inception are
approximately 24% per annum. This level of performance is a vindication of
the Company's strategy of broad portfolio diversification allied to judicious
manager selection.
It has been an active period for both primary and secondary investment. The
Company's strategic plan is to invest approximately £225 million directly into
new funds from 2001 to 2003. Accordingly the Company made commitments
totalling £82.9 million to 28 new funds and one new direct investment during
the year.
The Board's earlier expectation that the flow of opportunities for secondary
investments would increase has been justified as the Company has seen strong
secondary deal flow during the year. While the manager has adopted a cautious
approach to secondary purchases in the expectation that pricing will improve
further relative to current levels, secondary purchases totalling £66.5
million, including unfunded commitments, were completed during the year.
The Company funded one of its two largest secondary purchases during the year
through an issue of PLNs and completed the other in conjunction with the
Pantheon Global Secondary Fund (PGSF). Before the Company's capital
restructuring and the establishment of its co-investment agreement with PGSF
in the preceding year, these acquisitions would have been too large for the
Company to undertake; their completion reflects the Company's improved
strategic position and its current ability to compete for secondary
opportunities of all sizes.
In all, the number of fund holdings in the portfolio increased from 165 to 261
during the year and the number of underlying companies to 2,700, representing
a significant further enhancement of the Company's spread. The Company is
well diversified in terms of the sectors in which its underlying company
investments operate, split approximately evenly between 'old economy' and 'new
economy'.
Market Commentary and Outlook
Concerns about the outlook for the US economy and the prospect of a potential
global recession have been intensified by the events of 11 September. In this
period of great uncertainty affecting all global economies, it is reassuring
to remember that the individual businesses within the Company's broadly
diversified underlying portfolio are in the hands of experienced private
equity professionals who are motivated to maximise and realise enterprise
value within a finite period.
In recent years the Company has seen a sustained increase in cash inflow from
realisations. In part a reflection of the maturity of a segment of the
underlying fund portfolio, this phenomenon has been reinforced by the benign
exit environment that resulted from a sustained bull run in public markets
worldwide. Realisations are not expected to continue at current levels in the
future, reflecting the inherently cyclical nature of private equity and the
less mature funds being added to the portfolio through the Company's increased
primary fund investment programme. Furthermore, holding periods for
individual private equity investments are expected to return to historic
longer norms in the wake of the public market correction.
The record increases in capital raising by private equity funds in recent
years are not expected to be sustained and there are already signs that
competitive pressures in the private equity investment market are easing
somewhat. Entry multiples are decreasing, reflecting the change in public
market conditions. These factors, the Manager believes, make the current
environment particularly favourable for new investment by the Company's
underlying funds.
Structure and Financing
The capital reorganisation in May 2000 was intended to enhance the Company's
cash efficiency and narrow the difference between NAV growth and the return on
private equity investments in the future. The Company has achieved returns of
27.9% on private equity investments since inception, while NAV per share
growth has been 17.1% compound per annum.
During the year under review, the Company issued a further £21.3 million of
PLNs to an institutional vendor as consideration for the purchase of a
significant private equity fund portfolio in a transaction that provided
further demonstration of the utility of the PLN concept. At today's date, the
Company has £23.8 million of off-balance-sheet financing and has agreed terms
with an UK institution for a further £50 million.
Since its capital reorganisation, the Company has enjoyed increased
flexibility: the capacity periodically to issue PLNs enables it to pursue an
aggressive new funds investment programme while maintaining cash efficiency.
The Directors believe that the Company is currently the only cash-efficient
quoted global private equity vehicle in existence in the UK.
As a quoted fund-of-funds with a highly diversified portfolio, the Company has
provided an appropriate and risk-adjusted way for private investors and
smaller institution s to invest in private equity. The recent launch of
another quoted fund-of-funds by a major UK institution has underlined the
validity of the Company's approach and the Directors expect to see additional
vehicles of a similar nature emerge in the future.
Expiry of Warrants
This year represents the last opportunity for Warrantholders to exercise their
subscription rights at 250p per share. The current subscription period will
expire on the later of 31 October 2001 or 30 days after the posting of the
Annual Accounts.
Warrantholders are therefore urged to locate their warrants and to put in
place arrangements to ensure that they do not lose the value of their warrants
by missing this subscription date. I will be writing to Warrantholders again
about this subscription.
THE BOARD
Having reached the age of 70, Richard Stanley is retiring from the Company's
Board at this year's AGM. I would like to thank him for his astute advice and
wholehearted support of the Company over the 12 years he has served as a
Director.
Annual General Meeting & Presentation
The Company will hold its Annual General Meeting at 12:00 noon on 22 November
2001 at Chatham House. The Board has again arranged a presentation to explain
the progress of the Company in more detail and the Directors and Managers look
forward to the opportunity of meeting shareholders informally following this
event.
L. G. Stopford Sackville
Chairman
21 September 2001
STATEMENT OF TOTAL RETURN
(*incorporating the revenue account)
1 July 2000 to 1 July 1999 to
30 June 2001 30 June 2000
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Gains on investments - 25,803 25,803 - 67,121 67,121
Currency gains/(losses) - 391 391 - (196) (196)
Income (Note) 1,535 - 1,535 4,644 - 4,644
Investment management fee (2,930) - (2,930) (2,179) (266) (2,445)
Other expenses (771) (1,213) (1,984) (967) - (967)
Capital reorganisation costs - 47 47 - (1,734) (1,734)
Return on ordinary activities
before financing costs and tax (2,166) 25,028 22,862 1,498 64,925 66,423
Interest payable (121) - (121) (124) - (124)
Revaluation of participating
loan notes - (7,049) (7,049) - (4,907) (4,907)
Return on ordinary activities (2,287) 17,979 15,692 1,374 60,018 61,392
before tax
Tax on ordinary activities (200) - (200) (416) - (416)
Return on ordinary activities
after tax for the financial
year (2,487) 17,979 15,492 958 60,018 60,976
Dividends in respect of equity - - - (354) - (354)
shares
Transfer (from)/to reserves (2,487) 17,979 15,492 604 60,018 60,622
1 July 2000 to 1 July 1999 to
30 June 2001 30 June 2000
pence pence pence pence pence pence
Return per ordinary share
- basic (13.89) 100.40 86.51 3.96 247.98 251.94
- diluted + 89.82 77.40 3.69 231.32 235.01
* The revenue column of this statement is the revenue account of the
Company.
+ In order to comply with Financial Reporting Standard No.14 Earnings per
Share, returns per share which are not dilutive have not been shown.
All revenue and capital items in the above statement derive from continuing
operations.
No operations were acquired or discontinued in the year.
Note: Income for the year ended 30 June 2001 was made up of dividends and
interest received from shares and securities of £1,364,000 (2000: £4,173,000),
interest of £169,000 (2000: £463,000) and other income of £2,000 (2000: £
8,000).
BALANCE SHEET
As at 30 As at 30
June June
2001 2000
£'000 £'000
Fixed assets
Investments 202,394 150,049
Investments in subsidiary undertaking 1 1
202,395 150,050
Current assets
Debtors 2,648 10,458
Cash at bank 1,663 5,687
4,311 16,145
Creditors - amounts falling due within one year 583 4,868
Net current assets 3,728 11,277
Total assets less current liabilities 206,123 161,327
Creditors - amounts falling due after more than one year
Participating loan notes 65,441 36,836
Capital and reserves
Called-up share capital 12,082 11,870
Share premium account 487 -
Capital reserve - realised gains 70,293 53,826
Capital reserve - unrealised gains 58,095 56,583
Revenue reserve (275) 2,212
Total equity shareholders' funds 140,682 124,491
Amounts attributable to shareholders and participating loan 206,123 161,327
note holders
As at As at
30 June 30 June
2001 2000
Number of ordinary 67p shares in issue 18,031,567 17,715,805
Number of warrants in issue 4,811,912 5,238,632
Number of participating loan notes (PLNs) in
issue 9,931,032 6,224,471
Net asset value per share:
- basic 780.2p 702.7p
- fully diluted 669.1p 599.9p
Adjusted redemption value of participating
loan notes 659.0p 591.8p
CASHFLOW STATEMENT
Year ended Year ended
30 June 30 June
2001 2000
£'000 £'000
Cash flow from operating activities
Investment income received 1,405 5,287
Deposit interest received 173 461
Investment management fees paid (3,030) (1,862)
Secretarial fees paid (99) (62)
Other cash payments (3,819) (946)
Net cash (outflow)/inflow from operating activities (5,370) 2,878
Returns on investments and servicing of finance
PLN interest paid (245) -
Net cash outflow from returns on investment and (245) -
servicing of finance
Taxation
Tax recovered 44 -
Capital expenditure and financial investment
Purchases of investments (74,538) (58,377)
Purchases of government securities (120,318) (98,261)
Disposals of investments 72,595 51,610
Disposals of government securities 122,836 157,180
Realised currency gains 109 250
Net cash inflow from capital expenditure
and financial investment 684 52,402
Equity dividends paid (354) (679)
Net cash (outflow)/inflow before financing (5,241) 54,601
Financing
Return of capital to shareholders - (50,000)
Proceeds of warrant conversion 1,067 10
Costs of issue of PLNs (91) -
Net cash inflow/(outflow) from financing 976 (49,990)
(Decrease)/increase in cash (4,265) 4,611
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 ended 30 June 2000 is taken from the full accounts,
which have been delivered to the Registrar of Companies and contained an
unqualified audit report and did not contain statements under S.237(2) or (3)
of the Companies Act 1985. Statutory financial statements for the year ended
30 June 2001 will be delivered to the Registrar.
For further information please contact:
Rhoddy Swire, Director of Pantheon International Participations PLC -
020 7484 6200
Richard Bowley, CEO of Pantheon Ventures Limited - 020 7484 6200
Email: pip@pantheon.co.uk