Interim Results

PANTHEON INTERNATIONAL PARTICIPATIONS PLC (`PIP') CHAIRMAN'S STATEMENT The global private equity industry continued to be strong in the first half of our financial year with a high level of realisations producing good returns for investors in many private equity funds. PIP, with its portfolio of investments in a wide range of high quality funds, has benefited from this market environment and has seen its Net Asset Value per share increase in the six months to 31 December by 16.9% to 768.9p. This performance was due primarily to an increase in the value of PIP's private equity investments, driven principally by good realisations, and, to a lesser extent, to the beneficial effect on the portfolio of the 4.2% appreciation of the US dollar, which affected approximately 60.8% of the private equity assets. In the first half our ordinary share price moved in line with Net Asset Value increasing by 16.3% to 756.5p at 31 December 2005. Our total assets rose in the period by £53.6 million to £435 million. Investment Activity The six months to end December 2005 was an outstanding period for realising value from the private equity market. The total amount of cash distributed to PIP as a result of investment realisations during the period was £79.3 million. This is a record level of distributions for PIP in any six month period since inception and follows on from the £90.1 million received in the twelve months to 30 June 2005. These high levels of distributions reflect the maturity of PIP's underlying portfolio. PIP has also been investing actively in the six months to end December 2005. The total amount of cash PIP invested in private equity assets during the period was £59.8 million, of which £26.8 million was paid to meet investment calls within PIP's primary portfolio with the balance applied to the secondary portfolio. Secondary Commitments During the six months to end December 2005 PIP committed £39.2 million to acquiring secondary interests in private equity funds. The majority of these funds were mature US venture funds. PIP's manager, Pantheon, believes that some portfolios of venture funds represent attractive investments at this stage of the investment cycle. The ability to purchase secondaries allows PIP to invest in more mature assets. Primary Commitments Gaining access to the best private equity funds continues to be a major issue for many private equity investors. Pantheon's global expertise and longstanding relationships have enabled PIP to gain access to many of the invitation-only private equity funds that have been fundraising in 2005. The amount of capital committed to primary funds during the six months to end December 2005 was £71.8 million. PIP continues to diversify across leading private equity managers and over the period made commitments to six US buyout funds, two US venture capital funds, two US special situations fund, three European buyout funds and one European special situations fund. In order to continue to be able to reinvest the growing level of distributions received from PIP's private equity portfolio, the Board has increased the rate that PIP will commit to primary funds from £300 million to £450 million over a three-year period. Market Review & Prospects The global private equity market has continued to grow over the six months to end December 2005. Buyout managers have been active in making new investments, fund-raising has continued to rise and exits have been strong, aided by the favourable debt markets and strong global stock markets. Venture markets are showing signs of renewed life, evidenced by a number of prominent trade sales and successful IPOs. PIP's exposure to venture capital funds should prove beneficial if this early promise continues. The outlook for 2006 is positive, with private equity funds expected to carry on returning money to their investors as a result of sales, recapitalisations and IPOs thereby making good returns for their investors. Low interest rates and supportive debt markets continue to stimulate the buyout and M&A markets. Fundraising is expected to continue at a high level in 2006. Whilst the current environment of rising company valuations is beneficial for adding value at the point of an exit, it also leads to an increase in the average price paid for new investments. It is therefore important to select fund managers that are able to maximise the value received at exit whilst maintaining the necessary discipline when making new investments. PIP's manager continues to see a wide range of portfolios through the secondary market and, although prices being paid have firmed over recent months, has been able to identify value in a number of select portfolios that PIP has been able to purchase. Capital Structure Due to better than expected distributions received from PIP's portfolio, the Board decided to release some of its surplus cash by redeeming £10m of redeemable shares in November 2005. The ability to deploy cash through investment or redemptions is advantageous in ensuring that PIP does not suffer from performance drag created by holding excessive amounts of cash. Tom H. Bartlam 15 March 2006 STATEMENT OF TOTAL RETURN OF THE COMPANY (unaudited) (incorporating the revenue account*) for the six months to 31 December 2005 Restated 2004 Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Gains on investments ** - 63,428 63,428 - 5,210 5,210 Currency timing - 352 352 - 421 421 differences Income Income 3,541 - 3,541 864 - 864 Investment management (2,367) - (2,367) (1,829) - (1,829) fee Other expenses (547) (56) (603) (503) - (503) Return on ordinary 627 63,724 64,351 (1,468) 5,631 4,163 activities before financing costs and tax Interest payable and (431) - (431) (560) - (560) similar charges Return on ordinary 196 63,724 63,920 (2,028) 5,631 3,603 activities before tax Tax on ordinary - (247) (247) (2) (44) (46) activities Return on ordinary 196 63,477 63,673 (2,030) 5,587 3,557 activities after tax Earnings per ordinary 110.43p 5.15p and redeemable share - basic Earnings per PLN N/A 8.49p All revenue and capital items in the above statement relate to continuing operations. * The total column of this statement represents the Company's profit and loss statement prepared in accordance with UK Accounting Standards. The supplementary revenue return and capital columns are both prepared under guidance published by the Association of Investment Trust Companies. ** Includes currency movements on investments. SUMMARISED BALANCE SHEET OF THE COMPANY (unaudited) As at 31 As at 30 As at 31 Dec 2005 June 2005 Dec 2004 £'000 £'000 £'000 Investments at fair value * 422,143 371,950 279,571 Investment in subsidiary undertaking - 1 1 Net current assets/(liabilities) 12,991 9,537 (31,642) TOTAL ASSETS LESS CURRENT LIABILITIES 435,134 381,488 247,930 CAPITAL AND RESERVES 435,134 381,488 247,930 Total net assets for the purpose of calculating the net asset value per share 435,134 381,488 247,930 Net asset value per share - basic 768.9p 657.9p 579.0p Number of ordinary shares in issue 26,471,013 26,471,013 26,471,013 Number of redeemable shares in issue 30,117,964 31,513,199 16,353,199 * Includes fixed interest investments held for cash management purposes. SUMMARISED STATEMENT OF CASHFLOWS (unaudited) For the six For the six months to months to 31 December 2005 31 December 2004 £'000 £'000 Net cash inflow/(outflow) from operating 231 (791) activities Servicing of finance Interest paid (6) (50) Loan commitment and arrangement fees (132) (177) paid Redeemable shares commitment fees paid (252) - PLN commitment fees paid - (500) Net cash outflow from servicing of (390) (727) finance Taxation Withholding tax suffered on limited (247) (2) partnership distributions Net cash outflow from taxation (247) (2) Capital expenditure and financial investment Purchases of investments (63,012) (77,549) Purchases of government securities (140,327) - Disposals of investments 77,572 36,799 Disposals of government securities 136,645 - Realised currency gains/(losses) 73 (26) Net cash inflow/(outflow) from capital 10,951 (40,776) expenditure and financial investment Financing Cost of issue of ordinary and redeemable - (500) shares Payments to buy back redeemable shares (10,000) - Drawdown of bank credit facility - 35,488 Net cash (outflow)/ inflow from (10,000) 34,988 financing Increase/(decrease) in cash 545 (7,308) These accounts have been prepared using accounting standards and policies adopted at the year-end except as explained below. This interim report has been prepared using new accounting standards, which have been issued to begin the process of converging UK standards with International Financial Reporting Standards ('IFRS'). The applicable standards that have been adopted by the Company with effect from 1 July 2005 are FRS 21 Events after the Balance Sheet Date; FRS 22 Earnings per share, FRS 23 The Effects of Changes in Foreign Exchange Rates, FRS 25 Financial Instruments: Disclosure and Presentation, FRS 26 Financial instruments: Measurement and FRS 28 Corresponding Amounts. All investments held by the Company are classified as 'fair value through profit or loss'. For investments actively traded in organised financial markets, fair value is generally determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date. For investments that are not actively traded on organised financial markets, fair value is determined using reliable valuation techniques as described in detail in the Company's last Annual Report. There is no material effect on the portfolio as a result of this change. Under FRS 25, Participating Loan Notes (PLNs) have been classified as equity. The revaluation of PLNs in the period to 31 December 2004, is now treated as an allocation of profits. This has no effect on the return to ordinary and redeemable shareholders. As the PLNs were converted to ordinary and redeemable shares on 20 September 2004, there is no restatement effect to the Balance Sheet at 31 December 2005, 30 June 2005 or 31 December 2004. This interim statement is not the Company's statutory accounts. The statutory accounts for the year ended 30 June 2005 have been delivered to the Registrar of Companies and received an audit report which was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying the report, and did not contain statements under section 237(2) and (3) of the Companies Act 1985. The results for the six months to 31 December 2005 have been reviewed by the Company's auditors and their report is attached. Signed on behalf of the Board Tom H. Bartlam Chairman INDEPENDENT REVIEW REPORT TO PANTHEON INTERNATIONAL PARTICIPATIONS PLC Introduction We have been instructed by the Company to review the financial information, which comprises the statement of total return, the balance sheet, the cash flow statement and the related notes that have been reviewed for the six months to 31 December 2005. 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. This report is made solely to the company having regard to guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed. 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. The directors are also responsible for ensuring that the accounting policies and presentation applied to the interim figures are 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 disclosed accounting policies 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 and therefore provides a lower level of assurance. 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 2005. RSM Robson Rhodes LLP Chartered Accountants London, England 15 March 2006
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