Capital Reorganisation

17 September 2004 Pantheon International Participations PLC Reorganisation of the Company's capital structure Conversion Ratio and Result of Participating Loan Note Elections On 9 August 2004 Pantheon International Participations PLC (the 'Company') announced details of proposals for the reorganisation of the Company's capital structure involving the conversion of all its PLNs into a new class of redeemable shares or, at the PLN holders' option, into new ordinary shares in the Company ('Conversion'). On 8 September 2004 the proposals were approved at a meeting of holders of the Company's Participating Loan Notes ('PLNs') and at a separate Extraordinary General Meeting of the Company. For the purposes of Conversion, the Board of the Company announces an unaudited net asset value per share of 581.19p as at 31 August 2004 (the 'Conversion NAV') (572.54p as at 30 June 2004) and an adjusted redemption value of the PLNs of 569.67p as at 31 August 2004 (the 'Conversion ARV') (561.19p as at 30 June 2004). Each PLN holder on the register of noteholders on the record date (5.00 pm on 17 September 2004) will be entitled to such aggregate number of redeemable shares and/or, if elected, ordinary shares, as equals the number of PLNs held by such holder on the record date multiplied by the Conversion Ratio. Fractional entitlements to shares will not be issued but each such fraction will be sold for the benefit of the relevant PLN holder. PLN holders will, accordingly, have their entitlements to shares rounded down to the nearest whole number of shares. The Conversion Ratio is 0.98017860, being the Conversion ARV divided by the Conversion NAV, expressed to eight decimal places. Conversion will become effective upon the new redeemable and ordinary shares arising on Conversion being admitted to listing on the official list of the UK Listing Authority and trading on the London Stock Exchange's market for listed securities, which is expected to take place on 20 September 2004. Upon Conversion becoming effective all PLNs will be cancelled. The latest time for the return of elections was 5.00 pm on 16 September 2004. Elections for ordinary shares have been made in respect of 4,976,777 PLNs. In accordance with paragraph 9.31 of the Listing Rules, on 9 August 2004 the Company submitted two copies of the circular to shareholders and the prospectus relating to the proposals to the UK Listing Authority for publication through the document viewing facility. Copies of the circular and prospectus are therefore available for inspection at the document viewing facility of the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. Enquiries: Tom Bartlam: 020 7484 6200 Chairman Pantheon International Participations PLC Andrew Lebus: 020 7484 6200 Pantheon Ventures Limited Andrew Zychowski: 020 7623 8000 Dresdner Kleinwort Wasserstein Securities Limited Adviser to the Company
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