TIDMPIN
RNS Number : 4376N
Pantheon International PLC
25 September 2023
For immediate release
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED). THE INFORMATION CONTAINED
IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR
DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TER OFFER (AS
DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
This release contains inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation (2014/596/EU), or EU
MAR, and of the UK version of EU MAR as it forms part of UK law by
virtue of the European Union (Withdrawal) Act (as amended).
PANTHEON INTERNATIONAL PLC
("PIP" or the "Company")
TER OFFER
25 September 2023
Highlights:
-- Tender offer, by way of reverse auction, for up to GBP150,000,000 at the Strike Price
-- Price levels for the tender offer from 280p to 315p, in 2.5p increments
-- Tender closes on Tuesday, 17 October 2023
Introduction
The Company announced on 3 August 2023, on publication of its
annual results for the period ending 31 May 2023, its intention to
invest up to GBP200,000,000 in the Company's portfolio by buying
back its own Ordinary Shares during the financial year to 31 May
2024. The Company has since undertaken a number of market purchases
of its Ordinary Shares for a total aggregate consideration of
approximately GBP7.345 million at prices between 269.5 pence and
281.5 pence per Share.
The Directors would now like to ensure that all Shareholders
(other than those in Restricted Territories) who may wish to obtain
liquidity for all or part of their shareholding have the
opportunity to do so. The Company will therefore undertake a tender
offer, which will be conducted as a reverse auction, for up to
GBP150,000,000 in value (at the Strike Price) of Ordinary Shares
(the "Tender Offer"). Shareholders who tender their Ordinary Shares
at or below the Strike Price will be able to realise their
investment in the Company in accordance with the terms of the
Tender Offer. Shareholders who do not elect to tender their Shares
will benefit from the NAV accretion of the Company repurchasing its
own Ordinary Shares at a material discount to NAV. The Board of
Directors unanimously believe that the Tender Offer represents an
effective way for the Company to invest in its own portfolio at
scale.
The Tender Offer will be made under the Buyback Authority
granted by the Shareholders at the Company's annual general meeting
held on 18 October 2022. Following completion of the Tender Offer,
the balance of the GBP200,000,000, to the extent not used in
undertaking share buybacks prior to publication of the Circular or
under the Tender Offer, will be available for further share
buybacks until the financial year end under the Company's general
authority to repurchase Ordinary Shares, which will be refreshed at
the forthcoming Annual General Meeting of the Company on 19 October
2023.
The Company has today published a circular to shareholders (the
"Circular") which contains further details of the Tender Offer,
together with details of how Shareholders can tender Ordinary
Shares for purchase, if they wish to do so.
Investec Bank plc and J.P. Morgan Securities plc are acting as
Joint Tender Managers in respect of the Tender Offer.
Description of the Tender Offer
Shareholders (other than Restricted Shareholders) who wish to
participate in the Tender Offer must specify the minimum price or
prices at which they are willing to sell some or all of their
Ordinary Shares in the Tender Offer by reference to the price
levels set out in the Circular. The price levels are between 280
pence per Ordinary Share and 315 pence per Ordinary Share in 2.5
pence increments. However, Shareholders may tender Ordinary Shares
at differing price levels should they wish to do so. Shareholders
cannot make tenders in aggregate in respect of more Ordinary Shares
than they own. All Ordinary Shares acquired in the Tender Offer
will be acquired at the same price (being the Strike Price) for
cash in GBP. The Strike Price will be determined by the Receiving
Agent, in conjunction with the Joint Tender Managers, to be the
lowest price at which the Company is able to acquire GBP150,000,000
of Ordinary Shares, or (if insufficient Ordinary Shares are validly
tendered to allow the Company to acquire GBP150,000,000 in value of
Ordinary Shares) the total amount of Ordinary Shares tendered to
it.
Valid tenders made below the Strike Price will be accepted in
full, whilst valid tenders made at the Strike Price will be scaled
back pro rata to the number of Ordinary Shares validly tendered at
the Strike Price and valid tenders made at prices above the Strike
Price will be rejected in their entirety.
Shareholders (other than Restricted Shareholders) on the
Register on the Record Date are being invited to tender for sale
some or all (subject to the overall size limit of the Tender Offer)
of their Ordinary Shares to the Joint Tender Managers who will, as
riskless principals, purchase at the Strike Price the Ordinary
Shares validly tendered (subject to the overall limit of the Tender
Offer). All Ordinary Shares purchased by the Joint Tender Managers
will be repurchased by the Company for cancellation. All
transactions will be carried out on the London Stock Exchange.
The Tender Offer is made subject to the terms and conditions set
out in Part IV of the Circular. Further information about the
calculation of the Strike Price, the procedure for tendering
Ordinary Shares in the Tender Offer and other important details of
the Tender Offer are set out in Part III of the Circular.
No Director of the Company will be tendering any of their
Ordinary Shares under the Tender Offer.
Timetable
Commencement of the Tender 25 September 2023
Offer
Latest time for receipt of 1.00 p.m. on 17 October 2023
Tender Forms and TTE Instructions
in CREST
-----------------------------
Closing Date for the Tender 1.00 p.m. on 17 October 2023
Offer
-----------------------------
Record Date for the Tender 6.00 p.m. on 17 October 2023
Offer
-----------------------------
Announcement of results of 18 October 2023
the Tender Offer and the Strike
Price
-----------------------------
Purchase date of the tendered 19 October 2023
Ordinary Shares
-----------------------------
Crediting of CREST accounts 19 October 2023
for any Ordinary Shares not
purchased in the Tender Offer
-----------------------------
Settlement of the Tender Offer 26 October 2023
consideration in CREST and
despatch of cheques
-----------------------------
Despatch of balance share certificates 26 October 2023
-----------------------------
The dates set out in the expected timetable may be adjusted by
the Company, in consultation with the Joint Tender Managers, in
which event details of the new dates will be notified to
Shareholders via an announcement through a regulatory information
service in the United Kingdom. All references are to London
time.
Circular
Capitalised terms shall have the meaning attributed to them in
the Circular unless otherwise defined in this announcement.
The Circular can be viewed on the Company's website at Reports
and Publications - Pantheon International Plc (piplc.com) and will
be submitted to the National Storage Mechanism and available for
inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
shortly. In addition, those Shareholders (other than Restricted
Shareholders) who have elected to receive hard copies of documents
will receive a copy of the Circular by post.
LEI: 2138001B3CE5S5PEE928
IMPORTANT INFORMATION
This announcement contains forward-looking statements. These
forward-looking statements include all matters that are not
historical facts. These forward-looking statements are made based
upon the Company's expectations and beliefs concerning future
events impacting the Company and therefore involve a number of
risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results
of operations, financial condition and liquidity may differ
materially and adversely from the forward-looking statements
contained in this announcement. Forward-looking statements speak
only as of the day they are made and the Company does not undertake
to update its forward-looking statements unless required by
law.
This release does not contain or constitute an offer to sell or
a solicitation of an offer to purchase securities in the United
States or any other jurisdiction. The securities of the Company
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the
United States or to U.S. persons unless they are registered under
applicable law or exempt from registration. The Company does not
intend to register any portion of its securities in the United
States or to conduct a public offer of securities in the United
States. In addition, the Company has not been and will not be
registered under the U.S. Investment Company Act of 1940, as
amended, and investors will not be entitled to the benefits of such
Act.
The distribution of this announcement in certain jurisdictions
may be restricted by law. It is the responsibility of all Overseas
Shareholders to satisfy themselves as to the observance of any
legal requirements in their jurisdiction, including, without
limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.
Investec Bank plc ("Investec") and J.P. Morgan Securities plc,
which conducts its UK investment banking activities as J.P. Morgan
Cazenove ("JPMC" or "J.P. Morgan Cazenove"), are both authorised by
the PRA and regulated in the United Kingdom by the PRA and FCA, are
acting exclusively for the Company and no-one else in relation to
the Tender Offer and the other matters referred to in this document
and they will not be responsible to anyone other than the Company
for providing the protections afforded to their customers nor for
providing advice in relation to the Tender Offer or the other
matters referred to in the Circular and this announcement. Nothing
in this paragraph shall serve to exclude or limit any
responsibilities which JPMC or Investec may have under FSMA or the
regulatory regime established thereunder.
ANY DECISION TO PARTICIPATE IN THE TENDER OFFER SHOULD ONLY BE
MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE
SHAREHOLDER OF THE COMPANY'S PUBLICLY AVAILABLE INFORMATION.
NEITHER INVESTEC NOR J.P. MORGAN SECURITIES PLC NOR ANY OF THEIR
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
ANNOUNCEMENT OR THE COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN
ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.
Contacts
Chair / (via Company Secretary)
Link Alternative Fund Administrators Limited
Nezia Morgan +44 (0)7702 965 986
Pantheon
Helen Steers / Vicki Bradley +44 (0)20 3356 1800
Jie Gong +852 3718 9605
Investec Bank plc (Joint Corporate Broker and Joint Tender
Manager for the purposes of the Tender Offer)
Lucy Lewis +44 (0)20 7597 4000
Tom Skinner
J.P. Morgan Cazenove (Joint Corporate Broker and Joint Tender
Manager for the purposes of the Tender Offer)
William Simmonds +44 (0)20 3493 8000
Rupert Budge
Montfort Communications
Gay Collins / Pippa Bailey / Nita Shah +44 (0)7738 912267
PIP@montfort.london
PIP
PIP 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. PIP 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
PIP is managed and advised by Pantheon, a leading global private
equity, infrastructure & real assets and private debt investor
with 40 years' experience sourcing and executing private market
investment opportunities on behalf of clients. Pantheon has $93.4
billion in AUM^ (as at 31 March 2023) and employs 455 staff
including 134 investment professionals (as at 30 June 2023), across
offices in London, San Francisco, New York, Chicago, Hong Kong,
Seoul, Bogotá, Tokyo, Dublin and Berlin.
^This figure includes assets subject to discretionary or
non-discretionary management, advice or those limited to a
reporting function.
Important Information
A copy of this announcement will be available on the Company's
website at www.piplc.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.
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END
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