Interim Results

Pantheon Intl Participations PLC
4 March 2002



PANTHEON INTERNATIONAL PARTICIPATIONS PLC


INTERIM RESULTS

The Board of Pantheon International Participations PLC (PIP) today announces the
unaudited results for the six months to 31 December 2001.


CHAIRMAN'S STATEMENT

The six months to 31 December 2001 were a period of considerable uncertainty in
markets worldwide. The Company's fully diluted Net Asset Value (NAV) per share
decreased by 10.5% to 598.7p (30 June 2001: 669.1p). The Adjusted Redemption
Value of Participating Loan Notes (PLNs) in the Company declined by 10.5% to
589.5p (30 June 2001: 659.0p), reflecting their small discount to asset value on
redemption.

Over the years, the broadly diversified nature of the Company's portfolio has
served to mitigate the effects of short-term market movements on asset growth.
Today, with a portfolio comprising 
holdings in more than 250 private equity funds and 2,700 underlying companies
worldwide, across the full spectrum of traditional and technology sectors, the
Company remains well positioned to transform upturns in particular markets or
sectors into value growth.


The Company's policy is to base the valuation for private equity funds on the
latest accounts produced by the underlying fund managers. In the case of the
valuation at 31 December 2001, more than 82% of portfolio assets were valued on
the basis of accounts dated September 2001 or later and 99% on the basis of
accounts dated at or after 30 June 2001.


Private equity funds may from time to time contain a proportion of quoted
shares, for example where underlying company investments have been taken public
but the holdings are not yet fully sold. The Manager reviewed the quoted market
holdings in the latest fund accounts and considered the valuation of those
holdings.




ACTIVITY IN THE PERIOD


Despite the continuing low levels of both flotation and M&A activity during the
period under review, the Company received distributions totalling £22.1 million
from investments during the six months to December 2001, again demonstrating the
capacity of its selected managers to achieve liquidity even in unfavourable
market conditions.


The Company made new fund commitments totalling £20.4 million over the half year
as part of its strategic new investment programme, under which it plans to
commit some £225 million to primary private equity fund investments between 2001
and 2003. The strategic primary fund programme is designed to maintain the
desired degree of diversification within the portfolio. The new commitments made
in the six months to 31 December 2001 are for a balanced mixture of venture and
later-stage vehicles investing primarily in the USA and Western European
markets, including CSFB Global Opportunities Partners, TPG Endurance Partners,
Polaris Venture Partners IV, German Private Equity Partners and Parthenon
Investors II.


In the half year, the Company made new commitments, including secondary
purchases, totalling £23.2 million, of which £7.3 million had been drawn down by
the end of the period, while total outstanding commitments stood at £137.4
million at 31 December 2001.


In the implementation of its strategic investment programme, the Company
continues to benefit from its capacity periodically to issue PLNs, which enable
it to pursue attractive opportunities as they become available while maintaining
cash efficiency. I am pleased to announce that subscription agreements for the
underwriting of a further £50 million of PLNs have been agreed for an annual fee
of 0.5%.



MARKET COMMENTARY AND OUTLOOK


Continuing economic uncertainty in the major global markets was exacerbated by
the events of 11 September, and the half year to December 2001 was characterised
by a general lack of market confidence. Against this background, M&A activity,
which had already slowed earlier during the year, came to a temporary halt.


However, in the private equity markets in which the Company operates, recent
developments have represented a return to long-term trends for those markets
after the high levels of fund raising and entry pricing and the accelerated pace
of investment and realisations seen in the recent past. The private equity
slowdown was more marked in the USA than in Europe: US fund raising effectively
halved to around $90 billion (£62 billion) in 2001 compared with the previous
year, whereas preliminary data for Europe suggest that fund raising fell by less
than a quarter to some

EUR 37 billion (£23 billion). Similarly, levels of new investment by private
equity funds appear to have held up better in Europe than in the USA.



Many venture firms, particularly in the USA, are concentrating their time and
resources on their existing portfolios. For venture firms without a significant
portfolio but with uncommitted capital,

lower valuations combined with decreased competition for quality deals offer
good investment opportunities. Meanwhile, in the later-stage market,
particularly in Europe, there are indications that both private equity houses
and debt providers believe price expectations still to be too high. The gap
between vendor and purchaser expectations is expected to narrow during 2002,
which should offer private equity funds the opportunity to acquire quality
businesses at realistic prices.



While there are already signs that some recovery in both M&A and flotation
activity is likely during 2002, holding periods for private equity investments
are expected to remain around historic norms of between five and seven years, in
contrast to the unusually short intervals of 18 months to two years between
entry and exit seen towards the top of the market cycle. During the remainder of
the year, the Manager expects the private equity market to be characterised by a
cautious investment pace against a background of lower entry valuations. The
secondary market, where deal flow increased strongly during 2001, should
continue to grow as institutions redistribute and rebalance their existing
commitments to the private equity asset class.



WARRANTS



I am pleased to report that, as at the final warrant exercise date of 19
November 2001, subscription rights in respect of 4,778,065 of the total
4,811,912 outstanding warrants were exercised by warrant holders representing
subscriptions for 3,535,743 ordinary shares and 1,242,267 PLNs.



The trustee, appointed for the purpose of exercising the remaining warrants in
the Company subject to the terms of the warrant instrument, exercised the
remaining 33,847 warrants. Such exercise has resulted in the issue of 25,046
ordinary shares and 8,800 PLNs. These ordinary shares and PLNs were sold in the
market for the benefit of those warrant holders who did not exercise their 
warrants prior to 19 November 2001. In total, the Company received approximately 
£12 million from the exercise of warrant holders' final subscription rights.


CONCLUSION


I am pleased to report that the Company is looking towards the coming period and
beyond with cautious optimism. Whilst private equity has not experienced the
level of volatility of the public markets, the current phase of the cycle offers
opportunities across all sectors of the market.


L. G. Stopford Sackville
Chairman
28 February 2002


PANTHEON INTERNATIONAL PARTICIPATIONS PLC


STATEMENT OF TOTAL RETURN OF THE COMPANY (unaudited)
(incorporating the revenue account*)
                                                      for the six months to 31 December
                                                                   2001                               2000
                                                                                                Restated **
                                       Revenue     Capital        Total       Revenue    Capital      Total
                                         £'000       £'000        £'000        £'000      £'000      £'000

(Losses)/gains on investments                -     (21,612)     (21,612)           -    17,533     17,533

Currency (losses)/gains on capital           -         (56)         (56)           -        242        242
items
                                             

Income

- Dividends and interest                   369           -          369          901          -        901

- Other income                               -           -            -           12          -         12

Investment management fee               (1,523)          -       (1,523)      (1,358)         -     (1,358)

Other expenses                            (345)        (17)        (362)        (574)         -       (574)

Return on ordinary activities
before financing costs and tax          (1,499)    (21,685)     (23,184)      (1,019)    17,775     16,756
                                        
Interest payable                             -           -            -         (121)         -       (121)
Revaluation of participating loan
notes ***                                    -       2,958        2,958            -     (5,084)    (5,084)
                                             

Return on ordinary activities
before tax                              (1,499)    (18,727)     (20,226)      (1,140)    12,691     11,551
                                        
Tax on ordinary activities                   -         (26)        (26)            -          -          -

Return on ordinary activities
after tax                               (1,499)    (18,753)     (20,252)      (1,140)    12,691     11,551
                                        

Return per ordinary share

- Basic                                 (7.96p)    (99.62p)    (107.58p)      (6.41p)     71.36p     64.95p

- Diluted                                    +           +            +            +      63.61p     57.90p


*  The revenue column of this statement is the revenue account of the Company.


** The comparative figures for the period ended 31 December 2000 have been
restated in respect of certain costs. See Note 1.


***The revaluation of the participating loan notes in the six months ended 31
December 2001 of £2,958,000 comprises a reduction in the value of the PLNs of
£7,452,000 relating to the movement in the value of the Company's assets, offset
by the effect of the warrant conversion which has led to a reduction in this
movement of £4,494,000.



+  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
activities.


SUMMARISED BALANCE SHEET OF THE COMPANY (unaudited)


                                                              As at 31           As at 30         As at 31
                                                               Dec 2001         June 2001         Dec 2000
                                                                 £'000             £'000             £'000

Investments                                                    196,340           202,394           194,822

Investments in subsidiary undertaking                                1                 1                 1

Net current assets                                               1,481             3,728             5,485

Total assets less current liabilities                          197,822           206,123           200,308

Creditors:  amounts falling due after one year

Participating loan notes                                        68,552            65,441            63,199

Capital and reserves                                           129,270           140,682           137,109

Amounts attributable to shareholders and
Participating loan note holders                                197,822           206,123           200,308

Total net assets for the purposes of calculating
the net asset value per ordinary share                         129,270           140,682           137,109

Net asset value per ordinary share

- Basic                                                          598.7p            780.2p            760.4p

- Fully diluted*                                                 598.7p            669.1p            653.4p

Adjusted redemption value per
participating loan note                                          589.5p            659.0p            643.6p

Number of ordinary shares in issue**                        21,592,356        18,031,567        18,031,567

Number of warrants in issue**                                        -         4,811,912         4,811,912

Number of participating loan notes in issue***              11,628,229         9,931,032         9,820,099


*       The fully diluted net asset values per ordinary share assume that all
existing warrants are exercised at a subscription price of 250p. At 31 December
2001 there were no warrants outstanding and, consequently there is no dilutive
effect on the Company's net asset value.


**    On 19 November 2001, 4,778,065 warrants were exercised representing
subscriptions for 3,535,743 ordinary shares of 67p each and 1,242,267
participating loan notes (PLNs) at the warrant exercise price of 250p per
ordinary share or PLN. On 28 November 2001, the trustee, appointed for the
purpose of exercising the remaining warrants in the Company, exercised the
remaining 33,847 warrants. Such exercise resulted in the issue of 25,046
ordinary shares and 8,800 PLNs.


***   On 14 August 2001 the Company announced that 758,771 PLNs were to be
redeemed at a price per PLN of 659.0p, having an aggregate value at the adjusted
redemption value as at 30 June 2001 of £5m. In addition, on 10 August 2001 the
Company issued 1,204,901 new PLNs at the initial issue price of 659.0p being the
adjusted redemption value as at 30 June 2001.


SUMMARISED STATEMENT OF CASHFLOWS (unaudited)
                                                                                 Restated**
                                                         For the six  months  to For the six  months to

                                                               31 December 2001      31 December   2000
                                                                          £'000                   £'000

Net cash outflow from operating activities                               (1,448)                 (2,826)


Servicing of finance

Payment of participating loan note interest                                   -                    (158)

Net cash outflow from servicing of finance                                    -                    (158)


Net taxation recovered                                                       868                      23

Capital expenditure and financial investment

Purchases of investments                                                (60,750)                (97,820)

Sales of investments                                                     46,082                  76,903

Realised currency (losses)/gains                                            (37)                     72

Net cash outflow from capital expenditure and financial
investment                                                              (14,705)                (20,845)
                                                                        

Equity dividends paid                                                         -                    (354)

Financing

Proceeds from issue of participating loan notes                           7,940                  21,279

Proceeds of warrant conversion                                           11,969                   1,067

Payments to redeem participating loan notes                              (5,000)                      -

Net cash inflow from financing                                           14,909                  22,346

Decrease in cash                                                           (376)                 (1,814)


These accounts have been prepared using accounting standards and policies
adopted at the year end.


** Note 1: With effect from 1 July 2000 the cost of limited partnership
management fees are charged to capital. Previously such expenses had not been
material and were charged to revenue. This change was first implemented in the
Company's report and accounts for the year ended 30 June 2001. Therefore the
results previously published for the six months ended 31 December 2000 have been
restated to reflect this change.


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 2001 has been taken from the full accounts
which have been delivered to the Registrar of Companies and contained an
unqualified audit report.


The results for the six months to 31 December 2001 have been reviewed by the
Company's auditors and their report is set out below.



INDEPENDENT REVIEW REPORT TO PANTHEON INTERNATIONAL PARTICIPATIONS PLC



INTRODUCTION

We have been instructed by the company to review the financial information. We
have read the other information contained in the interim report and considered
whether it contains any apparent misstatements or material inconsistencies with
the financial information.



DIRECTORS' RESPONSIBILITIES

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority, which require that the accounting
policies and presentation applied to the interim figures would be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.



REVIEW WORK PERFORMED

We conducted our review in accordance with guidance contained in bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of management and applying analytical
procedures to the financial information and underlying financial data and, based
thereon, assessing whether the accounting policies and presentation have been
consistently applied, unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities and
transactions. It is substantially less in scope than an audit performed in
accordance with United Kingdom Auditing Standards and therefore provides a lower
level or assurance than an audit. Accordingly, we do not express an audit
opinion on the financial information.



REVIEW CONCLUSION

On the basis of our review, we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 December 2001.


RSM Robson Rhodes,
Chartered Accountants,
London, England,
28 February 2002


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: [e-mail]


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