Sale of Assets and Share Buyback Commitment

Pantheon International PLC

12 May 2026

 

12 May 2026

For immediate release

The information contained in this announcement is restricted and is not for publication, release or distribution in Canada, Australia (other than to persons who are both wholesale clients and professional or sophisticated investors in Australia), Japan, the Republic of South Africa or any other jurisdiction where its release, publication or distribution is or may be unlawful.

Pantheon International Plc

("PIN" or the "Company")

Sale of Assets and Share Buyback Commitment

Outline and Summary

·    Targeted portfolio sale in the secondary market generating net proceeds of £224m (approximately $300m) at a blended discount to reference date NAV of 8.1% (the "Portfolio Sale");

·    Majority of the net proceeds to be used for share buybacks to enhance shareholder value and generate liquidity.

The PIN board and Pantheon have undertaken an extensive strategy and portfolio review against the backdrop of an evolving market environment for private equity.  This review has led to a number of measures designed to drive future performance and enhance shareholder outcomes.  Key aspects of this plan include:

o Implementing a more robust active capital management approach and focusing PIN around a more concentrated group of managers: since 30 November 2025 PIN has now reduced the number of underlying managers by 32%;[1]

o Making use of the secondary market to optimise portfolio allocations over time and increase agility in response to changing markets: this sale represents 10.7% of the Company's NAV;

o Returning capital to shareholders alongside new investments: PIN has returned £353m since 31 May 2022 and is expected to have returned over £500m to shareholders since the same date following the completion of today's additional commitment;

o Significantly reducing the fees paid to the Company's Manager, saving over £5m (19%) a year for shareholders based on FY2025 figures.

Tony Morgan, Chair of PIN commented:

"The Board is pleased to announce the sale of a portfolio of fund positions for £224m. This is a significant step forward in implementing the previously announced strategy refocus and enhancing shareholder returns. The positions were targeted to accelerate PIN's stated intention to reduce the portfolio to c.25 core private equity managers.

"The Board is also pleased to announce a substantial return of capital to shareholders alongside continued investment into selected new opportunities. Once this programme is completed, the total sum of capital returned to shareholders since 31 May 2022 is expected to exceed £500m. We believe it is important to strike the right balance between providing liquidity to shareholders, while at the same time ensuring continued exposure to a diverse and global portfolio of fast-growing private companies. Consistent investment throughout the cycle remains crucial in driving medium to long-term investment performance.  

"The Board remains assiduously focused on improving shareholder outcomes. Since 2022, we have bought back a significant portion of our share capital; reduced the fees paid to the Company's Manager and are executing a strategic refocus of the investment portfolio. We remain focused on serving the interests of our shareholders and continue to welcome engagement from them."

Portfolio Sale

The sale of 42 fund exposures across 28 GPs ("the Portfolio Sale") equates to 10.7% of the Company's NAV as at 31 March 2026. It is the outcome of a six-month competitive process run by a leading secondary adviser that attracted considerable interest from a number of high-quality potential buyers. The winning all-cash bid, with net proceeds of approximately $300m, represents a discount of 8.1% to the sale process reference date of 30 June 2025. These proceeds will be adjusted for capital calls and distributions up to the closing date of 30 June 2026. If the net proceeds were instead compared against the most recent available valuations and inclusive of fees, FX and other costs incurred, then the Portfolio Sale discount to NAV would be approximately 13-15%.

Enhanced Investment Focus

To deliver consistent long-term returns from the asset class, the Company remains focused on generating long-term value for shareholders through its strategy of actively managing capital and investing consistently through the cycle. PIN's consistent approach to investing through multiple cycles has served long-term shareholders well, with an annual NAV return of 11.5% since the Company's inception in 1987 as at 31 March 2026.

PIN benefits greatly from access to Pantheon's platform and network of relationships that have been built over decades. As discussed in our interims, the private equity market has changed markedly in the past three years and we have evolved our investment approach in response. To place ourselves in an optimum position to generate outperformance in future, we believe it is ever more important to back fewer managers with excellent track records in building value through operational expertise or accretive buy-and-build capabilities, and to back core managers with deep sector expertise, differentiated origination capabilities, and proven track records of value creation at the operating company level. 

Out of the 28 managers included in the Portfolio Sale, 24 represent managers identified as non-core following this evaluation. The number of partners has reduced by 32% since 30 November 2025 from ~90 to 62, representing a significant step forward in delivering the new strategy.[2] The Portfolio Sale also reduces the Company's fund exposures from 47% to 42%, and increases exposure to direct co-investments and manager-led secondaries to 36% and 22% respectively. PIN's aim is to rebalance the portfolio to an equal weighting of funds and direct investments over time.

PIN believes that fund and direct investments are both important and complementary drivers of shareholder value creation:

·    Funds: Funds serve as the foundation strategy, enabling the vehicle to build a portfolio diversified by type and vintage; they offer a stable base for PIN's consistent deployment approach, with exposures built throughout the cycle. Funds are also relatively more liquid investments, driven by the development of the secondary market. This provides opportunity to accelerate liquidity generation at certain points in the cycle.

·    Directs: Directs offer fee-efficient direct access to co-investments with the ability for Pantheon to conduct due diligence on businesses and to target specific investments that fit PIN's targets on vintage allocation and investment type. These investments offer the potential for enhanced investor returns but are less liquid in the secondary market than fund positions.

Both types of investment are highly relevant to the PIN strategy and the mix of the two in PIN's portfolio differentiates it from other companies in the listed private equity sector.

Share Buyback Commitment

At least 80% of the proceeds of the Portfolio Sale, equating to c.£180m, will be used to fund share buybacks. The Board believes this prudent use of capital will have significant benefits for all shareholders including providing significant NAV accretion and generating liquidity for those who wish it. While doing so, the Company also continues to maintain a prudent balance sheet position, using available capital on its balance sheet for selective compelling investments to generate long term returns through the cycle.

The Company looks forward to continuing to liaise with shareholders on the most appropriate mechanism for future capital returns. In the meantime, the Company has authority remaining to repurchase 52,818,753  shares and intends to continue to renew this periodically as appropriate.

Presentation

There will be a presentation made available to all investors on the Portfolio Sale and the Return of Capital with the Chair of the Company, Tony Morgan and portfolio manager Charlotte Morris at 11am on 19 May 2026.

Please register through the link below:

Microsoft Virtual Events Powered by Teams

This announcement contains inside information.

LEI: 2138001B3CE5S5PEE928

For more information please contact:

Chair (via Company Secretary) Waystone Administration Solutions  (UK) Limited Phil Moore Pantheon	[phone] [e-mail]
Charlotte Morris / Vicki Bradley	[phone] [e-mail]
Investec Bank plc	[phone]
Joint Corporate Broker Tom Skinner (Corporate Broking) Lucy Lewis (Corporate Finance)
J.P. Morgan Cazenove	[phone]
Joint Corporate Broker William Simmonds (Corporate Finance) Rupert Budge (Corporate Finance)
Burson Buchanan	[phone]
Henry Wilson / Helen Tarbet / Nick Croysdill	[e-mail] [e-mail]

For more information on PIN, please visit the Company's website at www.pantheon-international.com and follow us on LinkedIn:  https://www.linkedin.com/company/pantheon-international-plc

Important Information

A copy of this announcement will be available on the Company's website at www.pantheon-international.com Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Tony Morgan
Chair, Pantheon International Plc

Broadwalk House, Southernhay West, Exeter, Devon EX1 1TS

 NOTES

PIN

PIN is a listed FTSE 250 private equity investment trust, overseen by an independent Board of Directors and managed by Pantheon, one of the leading private equity investment managers globally. PIN offers investors a liquid, differentiated entry point to the excellent growth potential of global private equity, with access to the primary, secondary and co-investment opportunities of some of the best managers in the world. The Company has a track record of NAV outperformance over the long term and manages risk strategically through diversification and rigorous selection based on Pantheon's extensive experience and international platform, and robust investment due diligence and decision-making processes.

Pantheon

PIN is managed and advised by Pantheon, a specialist global private markets investor. Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for providing innovative solutions covering the full lifecycle of investments, across private equity, real assets and private credit. The firm has partnered with more than 740 clients, with approximately $84.8bn in discretionary assets under management (as at 30 September 2025).

---

[1] Primary managers with NAV greater than £1m as of 31 March 2026

[2] Primary managers with NAV greater than £1m as of 31 March 2026

 

END