Exercise of Warrants-Amdmnt

Pantheon Intl Participations PLC
17 November 2000


The issuer has made the following amendment to the Exercise of Warrants
announcement released 16th November 2000 at 12:16 under RNS No 2330U.

Further to the announcement made by the Company yesterday, the Company would
like to amend that announcement in relation to the telephone numbers supplied
for enquiries.

These telephone numbers should read:

Rhoddy Swire
Pantheon International Participations PLC      020 7484 6200

Alastair Bruce
Pantheon Ventures Limited                      020 7484 6200

The telephone number for Paul Richards of Collins Stewart Limited and the
remaining text of the announcement remain unchanged.


The full corrected version is shown below.



The Company wrote to Warrantholders on 27 September 2000 reminding them of
their subscription rights in relation to the exercise of the warrants in the
Company (the 'Warrants').  That letter incorrectly stated that the final date
for exercise of the Warrants this year was 31 October 2000.  In fact, the
warrant deed allows a period of 30 days following the publication of the
Company's report and accounts for exercise of the Warrants.  As the report and
accounts were not published until 23 October 2000 the current subscription
period will therefore expire on 22 November 2000.

It has also come to the attention of the Company that, following the capital
re-organisation of the Company undertaken earlier this year, a number of minor
inconsistencies exist between the terms and conditions of the Warrants and the
trust deed constituting the Participating Loan Notes ('PLNs') in the Company
(the 'PLN Trust Deed').  In order for the Company to issue PLNs pursuant to an
exercise of subscription rights conferred by the Warrants, it will be
necessary for certain changes to first be made to the PLN Trust Deed in
respect of which the approval of holders of the PLNs currently in issue will
be required.  Accordingly, the Company is proposing to convene a meeting of
PLN holders as soon as practicable for the purpose of obtaining such approval.
 PLNs arising in respect of any subscription rights which have been exercised
(or are exercised) in the current subscription period ending on 22 November
2000 will be issued subject to, and as soon as practicable following, such
approval being obtained.

Ordinary Shares arising on the exercise of subscription rights in the current
subscription period will be allotted not later than 6 December 2000 in
accordance with the Warrant terms.

The Company regards the changes which are required to the PLN Trust Deed in
order to allow the Company to issue PLNs pursuant to the exercise of
subscription rights to be technical in nature and anticipates that the
approval of PLN holders will be forthcoming.  However, in the event that such
approval is not forthcoming the Company will, as soon as practicable following
the PLN holders' meeting, issue to Warrantholders entitled to receive PLNs
pursuant to an exercise of subscription rights in the current subscription
period one ordinary share in place of each PLN to which such Warrantholder is
entitled in satisfaction of that entitlement.

In view of the above factors, the Directors have concluded that it would be
appropriate to permit any Warrantholder who has already exercised his or her
subscription rights in the current subscription period and who wishes to do
so, to revoke that exercise.  Accordingly, Warrantholders have the following
options:

1.  Warrantholders who have not exercised, and do not wish to exercise, their
subscription rights in the current subscription period need take no further
action.

2.  Warrantholders who have exercised subscription rights and who do not wish
to revoke that exercise need take no further action.

3.  Warrantholders who now wish to exercise any subscription rights may do so
until 3.00 p.m. on 22 November 2000.

4.  Warrantholders who have exercised any subscription rights in the current
subscription period and who now wish to revoke that exercise may do so in full
by contacting Lloyds TSB Registrars, The Causeway, Worthing, West Sussex, BN99
6DA by no later than 3.00 p.m. on 22 November 2000 either in writing or by
telephone (number 01903 702693).

The Company has written to Warrantholders to advise them of the matters
mentioned in this announcement. 

Enquiries

Rhoddy Swire
Pantheon International Participations PLC                    020 7484 6200

Alastair Bruce
Pantheon Ventures Limited                                    020 7484 6200

Paul Richards
Collins Stewart Limited                                      020 7522 9977