TIDMPINT
RNS Number : 3572Z
Pantheon Infrastructure PLC
14 September 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF
THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by Pantheon Infrastructure
PLC (the "Company") on 13 October 2021 and any supplementary
prospectus (together the "Prospectus") and not solely in reliance
on this announcement. Copies of the Prospectus may, subject to any
applicable law, be obtained from the registered office of the
Company and on the Company's website at
www.pantheoninfrastructure.com , subject to certain access
restrictions. This announcement does not constitute, and may not be
construed as, an offer to sell or an invitation to purchase,
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party.
This Announcement has been determined to contain inside
information.
PANTHEON INFRASTRUCTURE PLC
Deployment Update and Proposed Issue of Equity
14 September 2022
The Board of Pantheon Infrastructure PLC ("PINT" or the
"Company"), the listed global infrastructure fund, is pleased to
provide an update on the deployment of capital and announce the
launch of an issue of new C Shares seeking to raise GBP250 million
via a placing, an offer for subscription and an intermediaries
offer (together the "Issue") at an issue price of 100 pence per C
Share.
KEY HIGHLIGHTS
-- Substantial capital deployment. Since its launch in November
2021, the Company has made investments, commitments or allocations
to investments in legal closing of GBP344 million across 10
infrastructure investments. In addition, the Company has a further
four investments, for a total investment consideration of
approximately GBP170 million, in advanced due diligence which are
expected to enter legal closing by the end of October. The total
investment consideration of these opportunities exceeds the
un-invested proceeds from the Company's IPO and the exercise of
Subscription Shares.
-- Robust opportunity set. The Company has access to a unique
funnel of core infrastructure investment opportunities alongside
leading private asset investment managers, diversified by
sub-sectors, through its investment manager, Pantheon Ventures (UK)
LLP (the "Investment Manager" or "Pantheon"). In addition to the
four investments in advanced due diligence (approximately GBP170
million), which exceeds the Company's available capital, the
Company's immediate pipeline includes a further GBP170-200 million
of opportunities in preliminary due diligence and GBP150-220
million of opportunities being screened.
-- Supportive infrastructure investment environment. The Company
invests in high-quality infrastructure assets with strong downside
and inflation protection in developed markets. The assembled
portfolio is spread across the main infrastructure sub-sectors
identified at IPO, with exposure to digital infrastructure, power
& utilities, renewables & energy efficiency and transport
& logistics. Portfolio companies benefit from defensive
characteristics, including contracted cash flows, inflation
linkage, conservative leverage profiles and strong environmental,
social and governance (ESG) credentials. The Company is classified
as Article 8 "light green" under the EU Sustainable Finance
Disclosure Regulations and many of the investments have critical
roles to play in the path to net zero.
-- Issue of C Shares. In light of the attractive pipeline and
supportive infrastructure investment environment, the Company is
launching an issue of C Shares to raise a target amount of GBP250
million. Pantheon expects to deploy the proceeds within six
months.
Vagn Sørensen, Chairman of the Company, said:
"We are delighted with the portfolio that has been assembled for
the Company to date, comprising a diversified array of
infrastructure businesses across sub-sectors and geographies.
Investment in infrastructure remains critical to revitalise
regional economies, improve access to opportunities for all in
society and support the transition to net zero. Given the
supportive infrastructure investment environment and attractiveness
of the opportunity set, we are pleased to launch a new capital
raise."
Richard Sem, Partner at Pantheon, PINT's investment manager,
commented :
"The volume and quality of infrastructure investment
opportunities that we are reviewing at Pantheon continues to grow,
allowing us to choose attractive transactions that we anticipate
will provide the best risk adjusted returns for PINT. The defensive
characteristics of core infrastructure, typically including
long-term contracts, inflation protection and stable cash-flow
generation makes these investments especially attractive in the
current uncertain environment".
DEPLOYMENT OF CAPITAL
Portfolio
As at today's date, the Company has completed the acquisition of
eight investments, for total consideration of GBP256 million, with
an additional investment committed of c. GBP41 million, with legal
closing subject to regulatory clearances. The Company has one
further investment, a European fibre asset, in legal closing for a
total investment consideration of c. GBP46 million. On completion
of this investment, which is expected early during Q4 2022, the
Company will have made a total of 10 investments for a total
consideration of GBP344 million.
Status Portfolio Sponsor Committed Sector Region Allocation[1]
# Company
1 Invested Primafrio Apollo Mar-22 Transport Europe GBP36m
&
Logistics
2 Invested CyrusOne KKR Mar-22 Digital - North America GBP25m
Data Centre
3 Announced National Macquarie Mar-22 Power & Utilities UK c.GBP41m
Grid Gas Asset -
Transmission Management Gas utility
and metering
4 Invested Vertical Digital Apr-22 Digital - North America GBP24m
Bridge Bridge Towers
5 Invested Delta Stonepeak Apr-22 Digital - Europe GBP23m
Fiber Fibre
6 Invested Cartier Vauban May-22 Power & Utilities North America GBP33m
Energy -
District
Heating
7 Invested Calpine ECP Jun-22 Power & Utilities North America GBP47m
-
Electricity
Generation
8 Invested Vantage Digital Jul-22 Digital North America GBP29m
Data Centers Bridge - Data Centre
9 Invested Fudura DIF Jul-22 Renewables Europe GBP40m
& Energy
Efficiency
10 In legal Company Confidential Pending, Digital - Europe c.GBP46m
closing #10 expected Fibre
September
Total GBP344m
Geography GBPm % Sector GBPm %
1 1
North America 158 46% Digital Infrastructure 147 43%
----- ----- ----------------------- ----- -----
Europe & UK 186 54% Power & Utilities 121 35%
----- ----- ----------------------- ----- -----
Renewable & Energy
Efficiency 40 12%
----- ----- ----------------------- ----- -----
Transport & Logistics 36 10%
----- ----- ----------------------- ----- -----
Total 344 100% Total 344 100%
----- ----- ----------------------- ----- -----
The Company has a further four investments in advanced due
diligence, expected to enter legal closing by the end of October,
for a total investment consideration of approximately GBP170
million, comprising the following:
-- A UK renewables & energy efficiency asset with a
provisional investment commitment of c. GBP50 million;
-- A European towers asset with a provisional commitment of c. GBP40 million;
-- A North American data centre asset with a provisional commitment of c. GBP40 million; and
-- A European power & utilities asset with a provisional commitment of c. GBP40 million.
In the medium-term pipeline, the Company has an additional four
transactions in preliminary diligence of c. GBP170 - 200 million
and a further four transactions in screening, totalling c. GBP150 -
GBP220 million. Pantheon's pipeline of infrastructure investment
opportunities continues to evolve, driven by high levels of
activity from the top tier sponsors with whom Pantheon partners.
Given the depth of pipeline to which Pantheon has access, Pantheon
can continue to be highly selective about the transactions it
pursues for the Company's portfolio. Since 2015, Pantheon has
screened 691 infrastructure co-investment opportunities
(representing c. US$64bn of investment capacity), of which the team
has executed 51 transactions worth c. US$4.3bn, a conversion rate
of c. 7%[2]. Pantheon continues to see robust deal flow,
diversified across sub-sector, geography and sponsor.
The opportunity in infrastructure today is significant, with a
projected US$13 trillion shortfall in capital expenditure globally
needed to improve ageing infrastructure and build new projects by
2040[3], coupled with the additional requirement to improve the
safety, sustainability and connectivity of existing infrastructure
systems[4]. Infrastructure transaction volumes have increased
steadily over the past five years and, despite current market
conditions, 2022 closed transactions remain resilient totalling
US$558bn year to date[5].
NAV
The Company is expected to report its maiden interim results on
or around Wednesday, 21 September 2022, for the period from
inception to 30 June 2022. As at 30 June 2022, GBP101.3 million had
been invested into four transactions[6], which mostly completed in
Q2 2022. As a result, the Company does not anticipate any material
valuation movements away from initial investment cost. The Company
has hedged the majority of its non-Sterling exposure on these
investments and expects no material net NAV movement arising from
foreign exchange movements.
PROPOSED ISSUE OF C SHARES
The Company is seeking to raise a target amount of GBP250
million (before expenses) through a non-preemptive placing
("Placing"), an offer for subscription ("Offer for Subscription")
and an intermediaries offer ("Intermediaries Offer") of 250 million
C Shares in aggregate, at an issue price of 100 pence per C Share
under the Share Issuance Programme it put in place at IPO (the
"Share Issuance Programme"). The Share Issuance Programme, of which
350 million Shares remain available for issuance, is contemplated
in the Company's existing Prospectus.
The Board believes it is in the interests of the Company and
Shareholders to issue further equity to take advantage of the
pipeline of attractive potential investment opportunities outlined
above that Pantheon continues to evaluate for the Company's
portfolio. The Board believes that the Issue would provide the
following principal benefits:
-- Enable the Company to acquire further attractive private
infrastructure assets alongside leading sponsors and institutional
investors, including those in advanced due diligence and
preliminary due diligence, thus enhancing the potential for
portfolio diversification;
-- Increase the size of the Company, which will help make the
Company more attractive to a wider investor base and increase the
scope for institutional and retail investment in the Company;
-- Reduce the total expense ratio of the Company as the fixed
operating costs would be spread over a larger equity capital base;
and
-- Secondary market liquidity in the Ordinary Shares should be
enhanced on Conversion of the C Shares through having a greater
number of Ordinary Shares in issue.
Furthermore, the use of C Shares ensures that Ordinary
Shareholders do not suffer the potential for cash drag pending
investment of the net proceeds of the C Shares. In addition, the
costs of the Issue will be borne entirely by the C Shares.
The Board has discretion to increase the size of the Issue under
the Share Issuance Programme to the maximum of 350 million C Shares
that remain available under the Programme. In addition, if demand
for C Shares exceeds the 350 million available under the Share
Issuance Programme, the Board, at its absolute discretion following
consultation with the Investment Manager and Investec, may issue up
to a further c.70 million C Shares by way of an institutional
placing on a non-preemptive basis (the "Additional Placing"). Any
Additional Placing will be conducted under the Company's general
authorities to allot Shares on a non-preemptive basis and pursuant
to the exemption under the UK Prospectus Regulation which permits a
company to apply for admission to trading on a regulated market of
less than 20 per cent. of shares of a class that are already
admitted to trading on that market, without a prospectus.
The Directors have absolute discretion to allocate C Shares
between the Placing, the Offer for Subscription, the Intermediaries
Offer and (if applicable) the Additional Placing.
Key attributes of the Company
Key attributes of an investment in the Company include the
following:
-- A high-quality mix of yielding and growth infrastructure
assets with strong downside and inflation protection in developed
markets[7]. Assets will typically benefit from defensive
characteristics, including contracted cash flows, inflation
linkage, conservative leverage profiles and strong environmental,
social and governance (ESG) credentials[8].
-- A target NAV Total Return per Ordinary Share of between 8 and 10 per cent. per annum.
-- A target aggregate dividend of 2 pence per Ordinary Share for
the financial year ending 31 December 2022, 4 pence per Ordinary
Share for the financial year ending 31 December 2023 and,
thereafter, a progressive dividend.
-- Pantheon have classified the Company as an Article 8 "light
green" product following an internal assessment of the application
of the EU Sustainable Finance Disclosure Regulations[9].
-- A global portfolio of investments with blended risk/return
profiles capturing attractive investment opportunities across
infrastructure sectors:
o Digital infrastructure (including communications towers, data
centres and fibre-optic networks) is benefiting from very strong
growth in demand for mobile data usage, cloud services, fibre
networks, and 5G.
o Renewables & energy efficiency (including smart metering
infrastructure, wind & solar energy generation and sustainable
waste treatment facilities) is integral to the decarbonisation
transition of the global economy and further investment will be
required in the development of the circular economy.
o Power & utilities (including transmission and distribution
networks, regulated utility companies and efficient conventional
power assets) are adapting to the increased penetration of
renewables in the energy mix, necessitating investment in new
distribution and transmission networks and supporting transition
infrastructure.
o Transport & logistics (including ports, rail, roads,
airports and logistics assets) offer exposure to longer-term
demographic and economic changes, most notably growth in e-commerce
and continued urbanisation.
o Social & other (including education, healthcare,
government and community buildings) may include lower-risk
concession-based infrastructure that can offer a stable yield
whilst delivering essential services to local and national
governments.
The C Shares
The assets representing the net proceeds of the C Share issue
will be accounted for and managed as a distinct pool of assets
until the C Shares are converted into Ordinary Shares.
Under the terms of the Company's Articles, the process for
Conversion of the C Shares into Ordinary Shares will be triggered
when at least 80 per cent., or such other percentage as the
Directors may select, of the net proceeds of the C Share issue have
been invested in accordance with the Company's investment policy.
The latest Conversion Date will be the date falling 12 months after
the date of Admission of the C Shares. The date on which it is
determined that the criteria has been met, or otherwise at the
Directors' discretion, will be the Conversion Calculation Date.
Pantheon expects that the net proceeds of the issuance of C Shares
will be substantially deployed within six months of their
issuance.
The C Shares will convert into Ordinary Shares on the basis of
the Conversion Ratio. The Conversion Ratio will be determined in
reference to the respective Net Asset Value per Share of the
Ordinary and C Shares as at the Conversion Calculation Date. For
the purposes of calculating the Net Asset Values as at the
Conversion Calculation Date, the Company intends to use the
Company's Net Asset Values as at the NAV calculation date
immediately preceding the Conversion Calculation Date, adjusted for
the net impact of foreign exchange, any transactions (which will be
held at cost) made after the NAV calculation date and any dividends
that have an ex-dividend before the Conversion Date. If the Company
has not published the Net Asset Value of the Shares applicable to a
NAV calculation date that precedes a Conversion Calculation Date,
the announcement of the Conversion Ratio may be delayed until
publication of the Net Asset Values of the Shares.
On Conversion, the new Ordinary Shares issued as a result of the
conversion of C Shares will rank pari passu with the existing
Ordinary Shares in issue on the Conversion Date. Pending
Conversion, the Company does not anticipate paying a dividend to
holders of C Shares.
Annual management fee on C Shares
The Investment Manager has agreed that no annual management fee
shall accrue or be charged on the undeployed cash net proceeds of
the Issue and, if applicable, an Additional Placing until such time
as 75 per cent. or more of such net proceeds have been Deployed.
For these purposes, "Deployed" shall mean monies invested or
contractually committed to be invested in the acquisition or
development of infrastructure assets, or used to acquire financial
instruments or other securities for the purposes of and in
accordance with the Company's hedging strategies.
Use of proceeds
The net proceeds of the Issue will be applied in the acquisition
of further investments in accordance with the Company's Investment
Policy.
Further details of the Issue
Investec Bank plc ("Investec") is acting as Sole Sponsor,
Bookrunner and Financial Adviser, to the Company in connection with
the Issue. The Issue is not being underwritten.
The issue price per C Share is 100 pence (being the Share
Issuance Programme Price for the purposes of the Prospectus).
Placing and any Additional Placing
Investec will today commence a bookbuild process in respect of
the Placing, which is a Subsequent Placing for the purposes of the
Prospectus. The Placing will be governed by the terms and
conditions set out in Part 11 of the Prospectus. The Additional
Placing will be on materially the same terms and conditions as the
Placing as detailed further in the section entitled "Important
Information" at the end of this announcement, except settlement of
C Shares issued in respect of the Additional Placing will be on a
T+ 5 basis.
The Placing and any Additional Placing is expected to close no
later than 3.00 p.m. on 6 October 2022 but may be closed earlier or
later at the absolute discretion of Investec, the Investment
Manager and the Company.
If the Placing is oversubscribed and there is an Additional
Placing, Investec shall have the discretion to determine whether
some or all of a Placee's allocation of C Shares will be made under
the Placing and/or the Additional Placing. By agreeing to acquire
Shares under the Placing orally or in writing with Investec as
agent for the Company, a Placee agrees to accept any allocation of
Shares made under the Placing and/or the Additional Placing (as
applicable) which shall be deemed to be made under the relevant
terms and conditions applicable to the Placing and the Additional
Placing as appropriate.
Offer for Subscription
The Offer for Subscription is being made in the UK only but,
subject to applicable law, the Company may allot and issue C Shares
on a private placement basis to applicants in other jurisdictions.
The Offer for Subscription will open on 14 September 2022 and the
latest time and date for receipt of completed Offer for
Subscription Application Forms under the Offer for Subscription is
11.00 a.m. on 5 October 2022.
Application Forms can be found on the Company's website at
Reports and Publications - PINT (pantheoninfrastructure.com) . Only
one application for C Shares may be made by the person under the
Offer for Subscription and multiple applications from the same
person will not be accepted.
The Offer for Subscription will be governed by the terms and
conditions set out in Part 12 of the Prospectus.
Intermediaries Offer
Members of the general public in the UK may be eligible to apply
for C Shares through the Intermediaries Offer, by following their
relevant application procedures, by no later than 11.00 a.m. on 5
October 2022. The Intermediaries Offer is being made to retail
investors in the UK only. Retail investors will be able to
subscribe to the offer through participating online investment
platforms, details of which are available on the Company's
website.
Application for Admission
The Issue is conditional, inter alia, on the C Shares being
admitted to the Premium Segment of the Official List and to trading
on the Main Market for listed securities of the London Stock
Exchange plc (together, "Admission"). It is expected that Admission
will become effective, and dealings in the C Shares issued pursuant
to the Placing, the Offer for Subscription and the Intermediaries
Offer will commence, on or around 11 October, with Admission and
dealings commencing in respect of C Shares issued pursuant to any
Additional Placing, on or around 14 October.
Expected Timetable
Placing, Offer for Subscription Wednesday, 14 September
and Intermediaries Offer opens
Latest time and date for applications 11.00 a.m. on Wednesday, 5 October
under the Offer for Subscription
and Intermediaries Offer
-----------------------------------
Latest time and date for receipt 3.00 p.m. on Thursday, 6 October
of commitments under the Placing
-----------------------------------
Announcement of the results Friday, 7 October
of the Issue and trade date
-----------------------------------
Admission of the C Shares issued 8.00 a.m. on Tuesday, 11 October
under the Placing, Offer for
Subscription and Intermediaries
Offer
-----------------------------------
Crediting and settlement of As soon as reasonably practical
CREST stock accounts in respect on Tuesday, 11 October
of C Shares issued pursuant
to the Placing, Offer for Subscription
and Intermediaries Offer
-----------------------------------
Admission of C Shares issued 8.00 a.m. on Friday, 14 October
under the Additional Placing
(if applicable)
-----------------------------------
Crediting of CREST stock accounts Friday, 14 October
in respect of C Shares issued
pursuant to the Additional Placing
(if applicable)
-----------------------------------
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Investec)
bring forward or postpone the closing time and date for the Issue.
In the event that a date or time is changed, the Company will
notify persons who have applied for C Shares by post, by electronic
mail or by the publication of a notice through a Regulatory
Information Service.
References to all times are to London times unless otherwise
stated.
Dealing codes
Ticker for the C Shares PINC
ISIN for the C Shares GB00BLNNFM95
SEDOL for the C Shares BLNNFM9
Unless otherwise defined, capitalised terms used in this
Announcement shall have the same meaning as set out in the
Prospectus. A copy of the Prospectus is available on National
Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as
on the Company's website at www.pantheoninfrastructure.com
Legal Entity Identifier (LEI) 213800CKJXQX64XMRK69
For further information, contact:
Pantheon Ventures (UK) LLP +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com
Richard Sem, Partner
Harriet Alexander, Vice President
Investec Bank plc
Sole Sponsor, Financial Adviser and Bookrunner
Tom Skinner (Corporate Broking)
Lucy Lewis, Denis Flanagan (Corporate
Finance)
Will Barnett, Neil Brierley, Alice Douglas,
Jack Kershaw (Sales) +44 (0) 20 7597 4000
TB Cardew +44 (0) 20 7930 0777
Public relations advisor pint@tbcardew.com
Ed Orlebar +44 (0)7738 724 630
Tania Wild +44 (0)7425 536 903
Max Gibson +44 (0)7435 791 368
Notes to editors
Pantheon Infrastructure PLC (PINT)
Pantheon Infrastructure PLC is a closed-ended investment company
and an approved UK Investment Trust, listed on the Premium Segment
of the London Stock Exchange's Main Market. Its Ordinary Shares
trade under the ticker 'PINT'. The independent Board of Directors
of PINT have appointed Pantheon, one of the leading private markets
investment managers globally, as investment manager. PINT aims to
provide exposure to a global, diversified portfolio of high-quality
infrastructure assets through building a portfolio of direct
co-investments in infrastructure assets with strong defensive
characteristics, typically benefitting from contracted cash flows,
inflation protection and conservative leverage profiles. Further
details can be found at www.pantheoninfrastructure.com
Pantheon
Pantheon is a leading global private equity, infrastructure
& real assets, private debt and real estate investor with 40
years' experience sourcing and executing private market investment
opportunities on behalf of clients. Pantheon has US$87.8 billion in
assets under management and advice (as at 31 March 2022) and
employs over 415 staff, including more than 120 investment
professionals, across offices in London, San Francisco, New York,
Chicago, Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin.
Further details can be found at www.pantheon.com
S
IMPORTANT INFORMATON
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of Pantheon
Infrastructure PLC (the "Company"), has been approved by Pantheon
Ventures (UK) LLP (the "Investment Manager") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended). Pantheon Ventures (UK) LLP is authorised and
regulated in the United Kingdom by the FCA (FCA number: 520240) and
has its registered office at 10 Finsbury Square, London, EC2A 1AF,
United Kingdom.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any C
Shares referred to in this announcement only on the basis of
information contained in the Prospectus. Investors should read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with the
decision to invest in C Shares in the Company or the ordinary
shares into which the C Shares will convert (the "Ordinary Shares"
and together with the C Shares, the "Shares"). Approval of the
Prospectus by the Financial Conduct Authority should not be
understood as an endorsement of the Shares. Copies of the
Prospectus may, subject to any applicable law, be obtained from the
registered office of the Company and is available for viewing at
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may
not be construed as, an offer to sell or an invitation to purchase
investments of any description, a recommendation regarding the
issue or the provision of investment advice by any party.
Before investing you should consider the suitability of such
investment in consideration of your investment objectives, attitude
and appetite to risk. The attention of investors is drawn to the
risks associated with an investment in the Shares which are
detailed in the Prospectus. These risks include the following.
-- The value of an investment in the Company, and the returns
derived from it, if any, may go down as well as up and an investor
may not get back the amount invested.
-- The Company's investment portfolio may not perform as
anticipated at the time of investment and may be loss-making.
-- The market price of the Shares may uctuate independently of
their Net Asset Value and the Shares may trade at a discount or
premium to their Net Asset Value at different times and it may be
dif cult for Shareholders to realise their investment.
-- The Company has a limited track record. No reliance can be
placed on Pantheon's past performance in respect of other
funds.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment.
Investec Bank plc ("Investec Bank") is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec Europe Limited (trading as Investec Europe,
Investec Europe and together with Investec Bank, "Investec") is
regulated in Ireland by the Central Bank of Ireland. Each of the
Investment Manager and Investec is acting exclusively for the
Company in connection with the matters described in this
announcement and neither the Investment Manager nor Investec is
acting for or advising any other person, or treating any other
person as their respective client, in relation thereto and neither
the Investment Manager nor Investec will be responsible for
providing the regulatory protection afforded to their respective
clients or advice to any other person in relation to the matters
contained herein. This does not exclude any responsibilities or
liabilities of Investec under the Financial Services and Markets
Act 2000 (FSMA) or the regulatory regime established
thereunder.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is
being made in the United States.
The Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "US
Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold, resold, pledged, delivered, distributed or
otherwise transferred, directly or indirectly, into or within the
United States. Outside the United States, the Shares may be sold to
persons who are not "US Persons", as defined in and pursuant to
Regulation S under the US Securities Act ("US Persons"). Any sale
of Shares in the United States or to US Persons may only be made to
persons reasonably believed to be "qualified institutional buyers"
("QIBs"), as defined in Rule 144A under the US Securities Act, that
are also "qualified purchasers" ("Qualified Purchasers"), as
defined in the US Investment Company Act of 1940, as amended (the
"US Investment Company Act"). The Company has not been and will not
be registered under the US Investment Company Act and investors are
not and will not be entitled to the benefits of the US Investment
Company Act.
In addition, the Shares have not been, nor will they be,
registered under the applicable securities laws of Australia,
Canada, New Zealand, the Republic of South Africa or Japan. Subject
to certain exceptions, the Shares may not be offered or sold in,
Australia, Canada, New Zealand, the Republic of South Africa, Japan
or any member state of the EEA (other than to professional
investors in certain EEA member states in which the Company is
registered with the national private placement regime) or to, or
for the account or benefit of, any national, resident or citizen of
the United States, Australia, Canada, New Zealand, the Republic of
South Africa, Japan or any member state of the EEA (other than to
professional investors in certain EEA member states in which the
Company is registered with the national private placement regime).
The issue of C Shares, and the distribution of this announcement,
in other jurisdictions may be restricted by law and the persons
into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions.
The value of Shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. The Company, the Investment
Manager and Investec expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, EU Prospectus Regulation (2017/1129)
which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended and supplemented from time to
time (including, but not limited to, by the UK Prospectus Amendment
Regulations 2019 and The Financial Services and Markets Act 2000
(Prospectus) Regulations 2019), the Prospectus Regulation Rules of
the Financial Conduct Authority, the UK version of Regulation (EU)
No 596/2014 of the European Parliament and of the Council on 16
April 2014 on market abuse which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended and supplemented
from time to time) or other applicable laws, regulations or
rules.
None of the Company, the Investment Manager, Investec, or any of
their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Manager, Investec, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
INFORMATION TO DISTRIBUTORS
Target Market Assessment
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures; and/or (d) (where
applicable to UK investors or UK firms) the relevant provisions of
the s tatutory instruments implementing Directive 2014/65/EU and
Commission Delegated Directive (EU) 2017/593, Regulation (EU) No
600/2014 of the European Parliament, which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
"MiFID Laws" and together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the C Shares have been
subject to a product approval process, which has determined that
such C Shares are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in Directive 2014/65/EU or
the UK MiFID Laws (as applicable) and who do not need a guaranteed
income or capital protection; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or
the UK MiFID Laws, as applicable (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the C Shares may decline and
investors could lose all or part of their investment; the C Shares
offer no guaranteed income and no capital protection; and an
investment in the C Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risk of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Issue.
Furthermore, it is noted that, notwithstanding any Target Market
Assessment, Investec will only procure placees who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or the UK MiFID Laws as applicable or
(b) a recommendation to any investors or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the C Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
If you are distributing any class of shares in the Company, it
is your responsibility to ensure that the relevant key information
document is provided to any clients that are "retail clients".
PRIIPS Regulation
In accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products (PRIIPs), which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK PRIIPs Laws"), key information documents in
respect of the Ordinary Shares and the C Shares have been prepared
by the Investment Manager and are available to investors on the
Company's website.
The Investment Manager is the only manufacturer of the Ordinary
Shares and the C Shares for the purposes of the UK PRIIPs Laws or
the PRIIPs Regulation and Investec is not a manufacturer for these
purposes. Investec does not make any representation, express or
implied, or accept any responsibility whatsoever for the contents
of any Key Information Documents prepared by the Investment Manager
nor accepts any responsibility to update the contents of any Key
Information Documents in accordance with the UK PRIIPs Laws or the
PRIIPs Regulation, to undertake any review processes in relation
thereto or to provide such Key Information Documents to future
distributors of Ordinary Shares or the C Shares. Investec and its
affiliates accordingly disclaim all and any liability whether
arising in tort or contract or otherwise which it or they might
have in respect of any Key Information Documents prepared by the
Investment Manager.
TERMS AND CONDITIONS OF ANY ADDITIONAL PLACING
Each Placee that confirms its agreement with Investec as agent
for the Company, to subscribe for C Shares, will be deemed to have
agreed that Investec may determine that some or all a Placee's
allocation of C Shares will be made under the Placing and/or any
Additional Placing. Such part of a Placee's allocation of C Shares
that is determined to be under any Additional Placing will be made
on the terms and subject to the conditions set out in Part 11 of
the Prospectus (the "Terms and Conditions"), mutatis mutandis,
together with the following modifications:
1. The Additional Placing shall be deemed to be a "Subsequent
Placing" for the purposes of the Terms and Conditions, and the
price of 100 pence per C Share shall be deemed to be the "Share
Issuance Programme Price";
2. In paragraph 3.6 of the Terms and Conditions, "T+2" shall be replaced by "T+5"; and
3. Each Placee represents and warrants to each of the Company,
the Investment Manager and Investec that it has not been engaged to
acquire the C Shares (a) on behalf of any other person in the UK
who is not a qualified investor (within the meaning of Article 2(e)
of the UK Prospectus Regulation) unless the terms on which it is
engaged enable it to make decisions concerning the acceptance of
offers of transferable securities on the client's behalf without
reference to the client as described in section 86(2) of FSMA or
(b) where it has been engaged to acquire C Shares on behalf of any
other person in the EEA who is not a qualified investor (within the
meaning of Article 2(e) of the EU Prospectus Regulation) unless the
offer of the C Shares is not treated under the EU Prospectus
Regulation as having been made to such other person.
[1] Allocation refers to the commitment or NAV amounts stated in
the RNS announcements for each investment adjusted for a) the FX
rate as at 30 June 2022 for Vertical Bridge, CyrusOne, Delta Fiber
and Cartier Energy; b) the FX rate at the respective RNS
announcement date for Primafrio, Calpine, Vantage and Fudura; c)
the FX rate as of 31 August 2022 for Deal #10 which is in legal
closing. The allocation for National Grid Gas Transmission reflects
the commitment amount stated in the RNS announcement with no FX
adjustment required given asset is denominated in GBP. Note:
Pantheon opinion. There is no guarantee that commitments under
legal closing will be closed. Rounding accounts for the difference
between individual amounts and the total stated.
[2] Pantheon internal data from 2015 to August 31, 2022.
Screened and completed deal flow is based on total value of
transactions (US$). Conversion rate is based on value of
commitments screened (US$bn) relative to total committed (US$bn)
including deals pending legal closing across all infrastructure
co-investments. Time period starts in 2015 as this was the first
year Pantheon completed infrastructure co-investments in its
infrastructure commingled funds
[3] Source: Global Infrastructure Hub, 2019. Source: Cisco
Visual Networking Index: Forecasts and Trends, 2017-2022 and Cisco
Annual Internet Report (2018-2023).
[4] Pantheon opinion.
[5] Source: Pantheon opinion, Inframation (September 2022).
[6] Invested commitments at 30 June 2022 are stated using the 30
June 2022 FX rates
[7] Based on the GBP344m total invested, committed and in legal
closing, illustrative analysis shows that a 1% increase in
inflation would have a c.3% positive impact; a 1% decrease in
inflation would have a c.3% negative impact. The discount rate,
calculated using the estimated weighted average discount rate of
the 10 assets invested, committed to and in legal closing, is a
gross 13.7% underwritten by the sponsor at the time of acquisition
and excludes certain tax and other costs. PINT is targeting a net
8-10% p.a. NAV total return. A 1% decrease in the discount rate
would have a c.7% positive impact; and a 1% increase in the
discount rate would have a c.6% negative impact. These impacts have
been calculated in isolation of all other assumptions which are
held constant. There is no guarantee that these sensitivities will
reflect the actual performance of the Portfolio and figures
calculated are unaudited.
([8]) Pantheon opinion.
([9]) Prospective investors in the Company will need to undergo
their own internal assessment process to determine if they are
satisfied that investing in the Company is compliant with their own
investment policies, including but not limited to the investor's
internal ESG policy and any other underlying obligations to its
investor.
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEDDGDCUXBDGDX
(END) Dow Jones Newswires
September 14, 2022 02:02 ET (06:02 GMT)
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