Management Agreement and EGM
Pantheon International Participations PLC
30 January 2007
PROPOSED AMENDMENTS TO THE MANAGEMENT AGREEMENT
and
NOTICE OF EXTRAORDINARY GENERAL MEETING
Pantheon International Participations PLC ("PIP") announces that it has today
entered into an agreement with Pantheon Ventures Limited (the "Manager") (the
"Supplemental Agreement") which will, if it becomes effective, make changes to
the performance fee arrangements included in its Management Agreement with the
manager and give PIP an entitlement to participate on an enhanced basis in
allocations of secondary investment opportunities identified by the Manager and
other members of its group. Because these changes to the Management Agreement
(the "Proposals") will constitute a related party transaction, the Supplemental
Agreement provides that the Proposals will only become effective upon their
approval by PIP's ordinary shareholders at an Extraordinary General Meeting
("EGM"). PIP is today issuing a circular to its shareholders setting out full
details of the Proposals together with a notice convening the EGM.
The Board believes that the level of net assets that the Company would need to
achieve in order for a performance fee to become payable are not reasonably
attainable and, thus, the performance fee no longer represents an effective
incentive for the Manager. Accordingly, the Board would like to amend the
performance fee arrangements to ensure that the Manager is appropriately
incentivised to achieve the best returns for the Company and, thus, its
Shareholders. The Board proposes, and the Supplemental Agreement provides, that
the following changes be made:
1. that the performance fee rate be reduced from 10 per cent. to 5 per cent.;
2. that the hurdle rate be reduced from 15 per cent. per annum to 10 per cent.
per annum; and
3. that the "high water mark", which is currently the net asset value of PIP
(including the aggregate adjusted redemption value of the participating
loan notes then in issue) as at 30 June 2000 (compounded annually at a rate
of 15 per cent. per annum) be re-set to the net asset value of PIP as at 31
December 2006.
These changes would take effect from 1 January 2007 such that the first period
in respect of which they would apply would be an 18 month period commencing 1
January 2007 and ending 30 June 2008. Thereafter, the new performance fee
arrangements would apply for successive calculation periods of 12 months,
commencing on 1 July and ending 30 June. The current calculation period (which
commenced on 1 July 2006) would end on 31 December 2006, and in respect of that
6 month period, no performance fee would be payable.
In this context, the Manager has agreed, and the Supplemental Agreement
provides, that, subject to the proposed changes to the performance fee
arrangements described above becoming effective, the Company will be entitled
to participate on an enhanced basis in allocations of secondary investment
opportunities identified by the Manager and other members of its group under
their secondary investment programme.
Full details of, including the background to and reasons for, the Proposals are
included in the circular referred to above. The circular includes a statement
that the Board, who have been so advised by RSM Robson Rhodes Corporate
Finance, consider the Proposals to be fair and reasonable so far as the Company
and its Shareholders are concerned.
A copy of the circular will be submitted to the UK Listing Authority at the
time of posting to PIP's shareholders and will shortly thereafter be available
for inspection at the UK Listing Authority's document viewing facility, which
is situated at:
Financial Services Authority
25 The North Colonnade
London
E14 5HS
The EGM is to be held at Norfolk House, 31 St James's Square, London SW1Y 4JR
on 26 February 2007 at 10.00 a.m.
All Enquiries:
Pantheon International Participations PLC
Tom Bartlam 020 7484 6200
RSM Robson Rhodes Corporate Finance
Martin Gibbs / Samantha Harrison 020 7865 2341/2238
Pantheon Ventures
Alastair Bruce / Andrew Lebus 020 7484 6200
NOTES TO EDITORS
Pantheon International Participations PLC
Pantheon International Participations PLC ("PIP") is a London quoted investment
trust, managed by Pantheon Ventures Ltd., one of the longest-established
international private equity fund-of-funds, investing in both primary funds and
secondary transactions. With investments in over 300 private equity funds,
covering late stage buyouts to early stage technology, PIP enables individuals
as well as institutions to gain access to a substantial portfolio of unquoted
companies in the USA, the UK, Continental Europe and Asia, within funds managed
by experienced private equity managers. PIP 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.
www.pipplc.com
Pantheon Ventures Ltd.
Pantheon has been active in private equity since 1982 and is now one of the
world's leading private equity fund-of-funds managers, with £6.5 billion under
management (as at 31 March 2006), investments in some 500 private equity funds
in over 30 countries and offices in London, San Francisco, Hong Kong and
Brussels. Pantheon is part of the Russell Investment Group.
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