Reorganstn.of Cap.Circ Posted
Pantheon Intl Participations PLC
31 March 2000
PANTHEON INTERNATIONAL PARTICIPATIONS PLC
Proposed Reorganisation of Capital
Issue of 6,224,471 Participating Loan Notes and Return of
Surplus Cash
The Board announces today that it has posted a circular
to Shareholders and Warrantholders explaining in more
detail the terms of the Reorganisation of Capital, Issue
of Participating Loan Notes ('PLNs') and return of
Surplus Cash that it announced on 17 December 1999.
The Board also announces that as at 29 February 2000 the
net asset value for each Ordinary Share was 512.96p after
making provision for the expected costs of implementing
the proposals, an increase of 12.9% in the two months
since 31 December 1999 and of 26.5% since 30 June 1999.
The Company will not be announcing a net asset value as
at 31 March, 2000 and the next net asset value to be
announced will be as at 30 June 2000.
In summary, the proposed reorganisation comprises:
1. altering the Company's capital structure by making a
bonus issue of 6,224,471 PLNs at an issue price of
512.96p each to Shareholders pro rata to their
holding of shares following the return of cash;
2. returning to shareholders £50 million cash currently
not required by the Company by cancelling 2946 out of
every 10,000 Ordinary Shares at 500p per share
representing a discount to the net asset value of
512.96p on 29 February 2000 of 2.5 per cent.; and
3. commitments from Shareholders and other institutional
investors to subscribe for approximately £30 million
additional PLNs in future as and when required in
order to fund future investments.
Consistent with the proposed reorganisation of capital,
it is also proposed that the terms of the Company's
Warrants be amended so that, in future, a holder of 100
Warrants will have the right to subscribe for 74 Shares
and 26 PLNs.
The Board is confident that the Proposals will enable the
Company to manage better the cash component of its assets
in the future and thus enhance investment performance
over time. The Board considers that the possibility of
having PLNs redeemed at close to NAV will mean that the
PLNs will trade at a narrower discount to NAV than the
Shares, thus narrowing the aggregate discount to NAV of
the overall holdings of current Shareholders and
Warrantholders.
Following completion of the proposals and the
cancellation of Ordinary Shares at a discount to net
asset value, it is expected that the net asset value of
the Ordinary Shares and the PLNs will increase by
approximately 4p giving a net asset value following
completion of approximately 517p.
The proposals are conditional upon approval of
Shareholders at an Extraordinary General Meeting to be
held on 25 April 2000, approval of Warrantholders at a
Warrantholders meeting to be held on 18 April 2000 and
the approval of the Court.
The expected timetable for completion of the proposals is
as follows:
Latest time for receipt of Forms of 11.00 am 16 April 2000
Proxy for Warrantholder Meeting
Warrantholder Meeting 11.00 am 18 April 2000
Latest time for receipt of Form of 11.00 am 23 April 2000
Proxy for Extraordinary General
Meeting
Extraordinary General Meeting 11.00 am 25 April 2000
Record Date for making the Elections 12 May 2000
for cash
Latest time for receipt of Forms of 3.00 pm 12 May 2000
Election
Court hearing of petition to confirm 17 May 2000
cancellation of share premium
account and reduction of capital
Effective Date 8.00 am 18 May 2000
Share and Plan Registers open
Crediting of CREST stock accounts in 23 May 2000
respect of entitlements under the
Proposals
Commencements of dealings in PLNs 23 May 2000
and Shares
Despatch of definitive certificates 30 May 2000
for PLNs and cheques in respect of
return of cash
Further enquiries to:
Lionel Stopford Sackville, Tel: 020 7484 6200
Chairman
Pantheon International
Participations PLC
Richard Bowley, Tel: 020 7484 6200
Chief Executive Officer
Pantheon Ventures Limited
Rolly Crawford/Paul Richards Tel: 020 7522 9977
Collins Stewart Limited
Robin Hepburn/Liz Ware Tel: 020 7253 2252
Ludgate Communications
PIP
* Pantheon International Participations ('PIP') is a £189
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.
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