Result of EGM and Class Meetings
FOR IMMEDIATE RELEASE
No securities of the Company referred to in this announcement have been or will be registered under the United States Securities Act of 1933 or the state securities laws of the United States and none of them are being, nor may they be, offered or sold in the United States.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
Pantheon International Plc ("PIP" or the "Company")
30 October 2017
Results of Extraordinary General Meeting & Ordinary & Redeemable Share Class Meetings
and Timetable
On 28 September 2017, PIP, an investment trust that invests in private equity funds globally, announced proposals to effect the consolidation of its ordinary and redeemable share capital into a single class of Ordinary Shares (the "Consolidation") and issue an unlisted asset linked note (the "ALN") to the largest holder of the Company's Redeemable Shares (the "Investor") (together, the "Proposals").
On 6 October 2017, the Board of the Company published a circular (the "Circular") containing details of the Proposals. The Circular is available for viewing at http://www.morningstar.co.uk/uk/nsm and on the Company's website.
In order to enable the Company to implement the Proposals, the Company convened an Extraordinary General Meeting (the "EGM") and separate class meetings for the holders of the existing classes of Ordinary Shares of 67p each in the Company ("Ordinary Shares") and Redeemable Shares of 1p each in the capital of the Company ("Redeemable Shares"). The EGM and each of the class meetings were held earlier today.
The Company is pleased to announce that each of the Special Resolutions proposed at the EGM and each of the resolutions proposed at the class meetings, was passed on a [show of hands].
Commenting on the results of the meetings, Sir Laurie Magnus, Chairman of PIP, said:
"My fellow directors and I are delighted that Shareholders have supported the proposals and that the Company's Ordinary and Redeemable Shares will now be consolidated into one class of Ordinary Shares. We believe that the Company's enlarged ordinary share class will improve the secondary market liquidity of the Company's shares. This, together with the alignment of the future performance of the Company to the higher-performing, younger assets in its portfolio, means that two potential obstacles to improving PIP's longer term share price performance will have been removed. On behalf of the Board, I would like to thank PIP's Shareholders for their continued support as the Company enters an exciting next phase in its evolution."
EGM
Details of the voting instructions contained in the proxies received by the Company in relation to the resolutions proposed at the EGM are set out below for information:
|
Resolution |
Votes For |
Votes Against |
Votes at Chairman's Discretion |
Votes Withheld |
|
1 |
17,729,134 |
3,369,219 |
8,720 |
29,890 |
|
2 |
17,717,820 |
3,369,219 |
18,424 |
29,890 |
Ordinary Shareholder Class Meeting
Details of the voting instructions contained in the proxies received by the Company in relation to the resolutions proposed at the class meeting of holders of the Ordinary Shares are set out below for information:
|
Resolution |
Votes For |
Votes Against |
Votes at Chairman's Discretion |
Votes Withheld |
|
1 |
18,448,175 |
2,934,996 |
10,634 |
29,604 |
Redeemable Shareholder Class Meeting
Details of the voting instructions contained in the proxies received by the Company in relation to the resolutions proposed at the class meeting of holders of the Redeemable Shares are set out below for information:
|
Resolution |
Votes For |
Votes Against |
Votes at Chairman's Discretion |
Votes Withheld |
|
1 |
15,595,279 |
786,819 |
0 |
133 |
A copy of the resolutions passed at each meeting will be submitted to the National Storage Mechanism and will shortly be available for viewing at http://www.morningstar.co.uk/uk/nsm.
Timetable
|
Redemption of Redemption Shares |
31 October 2017 |
|
Issue of ALN to the Investor |
31 October 2017 |
|
Record date for Bonus Issue and Consolidation and Redesignation; existing Redeemable Share register closed and existing Redeemable Shares disabled in CREST |
Close of business on 31 October 2017 |
|
Bonus Issue of Deferred Shares and Consolidation and Redesignation of Redeemable Shares as New Ordinary Shares |
31 October 2017 |
|
Admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the Main Market |
8.00 a.m. on 1 November 2017 |
|
Dealings in New Ordinary Shares commence and enablement in CREST |
8.00 a.m. on 1 November 2017 |
|
Despatch of certificates to certificated holders in respect of the New Ordinary Shares |
Week commencing 15 November 2017 |
Redemption of Redeemable Shares and Issue of ALN
On 31 October 2017, in accordance with the terms of the ALN and as further described in the Circular, the Company will redeem 9,055,100 Redeemable Shares from the Investor at a price of 2,208.7p per Redeemable Share (being the NAV per share as at 30 September 2017 (the Valuation Date for the purposes of the ALN)), amounting to £200 million in aggregate (the "Redemption Proceeds").
The Redemption Proceeds will be applied in full to the subscription for the ALN which will have an initial principal value of £200 million. The balance of the Investor's holding of Redeemable Shares will convert into Ordinary Shares on a one for one basis as part of the Consolidation.
Admission
Application has been made for 21,242,434 New Ordinary Shares arising on conversion of the Redeemable Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities. Admission is expected to take place at 8.00 a.m. on 1 November 2017.
Following Admission, the Company will have a total of 54,304,447 Ordinary Shares in issue, each carrying one voting right.
Capitalised terms not otherwise defined in this announcement will have the meaning set out in the Circular as defined above.
LEI: 2138001B3CE5S5PEE928
Enquiries:
Capita Asset Services (Company Secretary)
James Poole
01392 477500 / 07736 492773
Pantheon Ventures (UK) LLP (Manager)
Andrew Lebus / Vicki Bradley
020 3356 1800
Evercore
Matthew Lindsey-Clark
020 7653 6000
Canaccord Genuity Limited
Andrew Zychowski / Lucy Lewis / Robbie Robertson
020 7523 8000
Buchanan
Charles Ryland / Victoria Hayns / Henry Wilson
020 7466 5000
NOTES
PIP
PIP is a London quoted investment trust, managed by Pantheon Ventures (UK) LLP ("Pantheon"), a leading global private equity fund investor, investing in both primary funds and secondary transactions, and from time to time capitalising further on its fund investment activities by acquiring direct holdings in unquoted companies, usually either where a vendor is seeking to sell a combined portfolio of fund interests and direct holdings or where there is a private equity manager, well known to Pantheon, investing on substantially the same terms. With investments in private equity funds, covering multiple private equity strategies ranging from investments in late stage buyouts to early stage venture, 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.
Pantheon
Pantheon is a leading global private equity fund investor that invests on behalf of over 400 institutional investors. Established over 35 years ago, Pantheon has developed a strong reputation and track record in primary, secondary and co-investments and across all stages and geographies. Pantheon has £29.2 billion in AUM** (as at 31 March 2017) 223 employees, including 71 investment professionals, located across offices in London, San Francisco, New York, Hong Kong, Seoul and Bogotá.
** This figure includes assets subject to discretionary or non-discretionary management, advice or those limited to a reporting function.
Evercore
Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for the Company and no one else in connection with the proposed transactions described in this announcement and the content of this announcement and accordingly will not be responsible to anyone other than the Company in providing the protections afforded to clients of Evercore nor for providing advice in relation to the proposed transactions described in this announcement and the content of this announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person other than the Company in connection with this announcement, any statement contained herein or otherwise.
Canaccord
Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the proposed transactions described in this announcement and the content of this announcement, and accordingly will not be responsible to anyone other than the Company for providing the protections offered to clients of Canaccord nor for providing advice to any other person in relation to the proposed transactions described in this announcement or the contents of this announcement.
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