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
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