Interim Results - 6 Months to 31 December 1999

Pantheon Intl Participations PLC 7 March 2000 The Board of Pantheon International Participations PLC (PIP) today announces the unaudited results for the six months to 31 December 1999. The key highlights are: * Net assets have increased by 13.6% from £145.8 million to £165.6 million * The fully diluted return per share was 56.17p (compared with 13.40p for the six months to 31 December 1998) * On 6 December 1999, the Company purchased a portfolio of 18 private equity funds for a price of £20.7 million * On 17 December, the Company announced its intention to put proposals to shareholders for the reorganisation of its share capital Lionel Stopford Sackville, Chairman of PIP, commented: 'This is an exciting period for the Company, which is poised to adopt a more efficient capital structure at a time when private equity returns and opportunities have never been greater. The proposed changes are innovative and will put the Company in a unique position to grow and offer all types of investors private equity investment opportunities through a quoted vehicle.' For further information, please contact: Rhoddy Swire, Director Pantheon International Participations PLC 020 7484 6200 Vanessa Anderson/Elizabeth Ware Ludgate Communications 020 7253 2252 NOTES TO EDITORS PIP *Pantheon International Participations ('PIP') is a £165 million investment trust, managed by Pantheon Ventures Ltd., which uses an international fund of funds approach to private equity investment. *PIP has investments in over 130 private equity funds whose portfolios contain investments in over 1,200 companies. *The Company is the only independent, private equity capital fund of funds investor quoted on the London Stock Exchange. PIP enables individuals as well as institutions to gain access to a substantial portfolio of unquoted companies in the USA, UK, Continental Europe and Asia, within funds managed by experienced private equity managers. *Within its stated primary investment objective, the Company invests in private equity funds both as secondary interests and by subscribing to new funds. As an adjunct to this activity, the Company may occasionally acquire direct holdings in unquoted companies usually where a vendor is seeking to sell a combined portfolio of funds and direct holdings. PIP's investment policy also extends to investing directly in companies where there is a private equity manager, well known to the Company, investing on the same terms. Pantheon Ventures Limited *Pantheon Ventures Ltd. has been active in the private equity sector since 1982 and currently manages over £2.5 billion, invested in over 450 private equity funds in over 30 countries. CHAIRMAN'S STATEMENT (in full) Results and Valuation I am pleased to report that the net assets of the Company increased by 13.6%, from £145.8 million to £165.6 million, in the six months to 31 December 1999. The total return per share for the period was 56.17p, compared with 13.40p for the six months to 31 December 1998. It is important to note that the Company's policy is to value private equity funds using the most up-to-date accounts available, which for the latest valuation were mostly dated 30 September 1999. Some of the funds contain shares that were quoted on that date and were valued at an appropriate discount to the quoted price on 30 September 1999. Many of these shares, particularly those related to technology and the Internet, have risen in price between 30 September and 31 December 1999. However it is impossible for the Company to include these shares at this more recent price because some of them may have been sold by the fund managers. The Manager has estimated that the valuation might increase by between £5 million and £10 million if all quoted stocks held within funds at 30 September 1999 were included at an appropriate discount to the market price at 31 December 1999. It should be pointed out that these uplifts only become realised by the Company when the shares are sold and the proceeds are distributed, and that the level of price volatility for these shares is very high. Activity in the Period The six months to 31 December 1999 has been dominated by two events: the completion of the purchase of a major portfolio of secondary interests; and the announcement by the company of a reorganisation, including the return of excess cash to shareholders and the raising of further, more flexible capital to replace it. On 6 December 1999 the Company purchased a portfolio of 18 private equity funds for a price of £20.7 million, including outstanding commitments of £3.5 million. These investments are predominantly in US funds. The largest fund investment was an interest in DLJ Merchant Banking II, which now forms the Company's largest investment. The Company also made a number of other secondary purchases and commitments to new funds, bringing investment in the period to a total of £33.1 million. The new funds included Enterprise Partners V, Industri Kapital Fund 2000, Telecom Partners III, Worldview Technology Partners III and Polaris Venture partners III. However the high rate of distributions continued, so that net investment cash outflow was only £10.0 million. Share Capital Reorganisation On 17 December the Company announced its intention to put proposals to shareholders for the reorganisation of its share capital. These proposals are aimed at reducing the level of cash that the Company is holding on its balance sheet whilst allowing it to increase the size of its investment programme. A copy of the press release is attached. I am pleased to report that the proposals have been well received. Further details of the scheme will be sent to shareholders during February, prior to seeking Court and shareholder approval. The Directors believe that the scheme is in the interest of all shareholders. Outlook This is an exciting period for the Company, which is poised to adopt a more efficient capital structure at a time when private equity returns and opportunities have never been greater. The proposed changes are innovative and will put the Company in a unique position to grow and offer all types of investors private equity investment opportunities through a quoted vehicle. 17 December 1999 PROPOSAL TO REORGANISE SHARE CAPITAL Pantheon International Participations PLC (PIP), the specialist investment vehicle for private equity funds, announces its intention to put proposals to shareholders for the reorganisation of its share capital. Cash efficiency PIP has achieved a return on shareholders' assets of approximately 15% per annum since launch in 1987, outperforming the FTSE All-Share Index over the period. However, its performance has been affected by having to hold a significant amount of cash on its balance sheet to fund outstanding commitments. The Manager estimates that in the absence of this 'cash drag' the net asset value (NAV) performance of PIP would have been around 20% per annum. PIP and its adviser, Collins Stewart, are now proposing an innovative structure to enable it to maintain its commitment to private equity investment whilst substantially eliminating this 'cash drag'. Surplus cash returned to shareholders The Company proposes to return to shareholders the uninvested cash at the time of the reorganisation. This cash will be repaid by means of a cancellation of shares at a discount of not more than 5 percent to the NAV at the time of the reorganisation. Participating Loan Notes Under the proposals, a proportion of the Company's issued share capital will be converted into participating loan notes (PLNs). It is expected that PLNs will represent approximately £30 million of the net assets of PIP after conversion. The value of the PLNs will track the NAV per share of the Company while in issue and will mirror any dividends paid on the ordinary shares. PLNs will be redeemed at a discount no greater than 1% to the prevailing NAV and further PLNs will be issued at the prevailing NAV. The Directors will seek permission for the listing of the PLNs on the London Stock Exchange, which together with regular redemptions, will provide greater liquidity for investors. Court approval will be required for this reorganisation. Further investment Undertakings to subscribe for further PLNs in the future will be sought as a means of ensuring that at all times the Company always has access to cash resources to fund its future investment programme efficiently. The Board is now satisfied that certain institutions will subscribe for a substantial amount of further PLNs. Cash received in the future by the Company from its invested portfolio will be used to fund further investments or to redeem PLNs. Future prospects The Directors of PIP anticipate that this flexible structure will not only enhance the growth prospects of the ordinary shares, but should allow PIP to grow in line with the increasing demand for private equity. PIP will continue to provide access to private equity markets for individuals and institutions through both the ordinary shares and the PLNs. Lionel Stopford Sackville, Chairman of PIP, said, 'When PIP was formed in 1987 it was the first of its kind. With these innovations the Company will remain at the forefront of private equity investing. The new structure will enable PIP to expand its activities, both by subscribing to new funds and by selectively acquiring secondary interests.' Rhoddy Swire, Chairman of the Manager, Pantheon Ventures Limited, said, 'The proposed structure provides investors with all the advantages of a quotation combined with the efficiency of a private equity fund vehicle.' PANTHEON INTERNATIONAL PARTICIPATIONS PLC Summarised statement of Total Return of the Company(unaudited) (incorporating the revenue account*) 1999 Revenue Capital Total £'000s £'000s £'000s Gains on - 19,375 19,375 investments Currency (losses)/gains on capital items - (258) (258) Income Dividend and bond interest 2,498 - 2,498 Other income 52 - 52 Investment management fee (1,107) - (1,107) Other expenses (502) - (502) Return on ordinary activities before tax 941 19,117 20,058 Tax on ordinary activities (270) - (270) Return on ordinary activities after tax for the period attributable to equity shareholders 671 19,117 19,788 Return per ordinary share** - Basic 1.98p 56.33p 58.31p - Diluted 1.90p 54.27p 56.17p 1998 Revenue Capital Total £'000s £'000s £'000s Gains on investments - 4,168 4,168 Currency (losses)/gains on capital items - 17 17 Income Dividend and bond interest 1,807 - 1,807 Other income 35 - 35 Investment management fee (984) - (984) Other expenses (453) - (453) Return on ordinary activities before tax 405 4,185 4,590 Tax on ordinary activities - - - Return on ordinary activities after tax for the period attributable to equity shareholders 405 4,185 4,590 Return per ordinary share** - Basic 1.19p 12.33p 13.52p - Diluted 1.18p 12.22p 13.40p * The revenue column of this statement is the profit and loss account of the Company. **The accounts have been prepared using accounting standards and policies adopted at the year end with the exception of income, which has been calculated in accordance with the recently issued Financial Reporting Standard No 16: Current Tax. The comparatives have been restated to reflect this change. PANTHEON INTERNATIONAL PARTICIPATIONS PLC Summarised Balance Sheet of the Company (unaudited) As at 31 As at 30 As at 31 Dec 1999 June 1999 Dec 1998 £'000s £'000s £'000s Investments 152,191 140,696 130,730 Net current assets 13,396 5,093 5,182 Total net assets attributable to ordinary shareholders 165,587 145,789 135,912 Net revenue for the period (671) - (405) Total net asset for the purposes of calculating the net assets per ordinary share 164,916 145,789 135,507 Number of ordinary shares in issue 33,940,276 33,936,363 33,936,363 Number of warrants in issue* 5,238,632 5,242,545 5,242,545 Net asset value per share - Basic 485.9p 429.6p 399.3p - Fully diluted 454.4p 405.6p 379.3p PANTHEON INTERNATIONAL PARTICIPATIONS PLC Summarised statement of Cashflow (unaudited) As at 31 As at 31 December December 1999 1998 £'000s £'000s Net cash inflow from operating activities 1,855 39 Capital expenditure and financial investment Calls and purchases of investments (79,186) (38,725) Distributions and sales of investments 81,370 39,993 Exchange losses on settlement (25) (137) Net cash inflow from capital expenditure and financial investment 2,159 1,131 Financing Proceeds of warrant conversion 10 - Net cash inflow from financing 10 - Equity dividends paid - (679) Increase in cash 3,345 1,170 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 1999 are taken from the full accounts which have been delivered to the Registrar of Companies and contained an unqualified audit report. Signed on behalf of the Board L.G. Stopford Sackville Chairman 6 March 2000
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