TIDMPINT
RNS Number : 2253A
Pantheon Infrastructure PLC
22 September 2022
PANTHEON INFRASTRUCTURE PLC
Access to high-quality global infrastructure assets
Interim report
30 June 2022
The Directors of the Company are pleased to announce the
Company's interim results for the period ended 30 June 2022. The
full unaudited interim report and unaudited condensed financial
statements can be accessed via the Company's website at
www.pantheoninfrastructure.com or by contacting the Company
Secretary by telephone on +44 (0)1392 477500.
HIGHLIGHTS:
-- GBP105 million committed to four assets during the period, of
which GBP98 million was invested and drawn as at 30 June 2022
-- Post 30 June 2022, an additional GBP193 million was committed
to five new assets and c.GBP46 million to a further asset in legal
closing. GBP344 million (88%) of net IPO capital deployed to
date
-- The portfolio today comprises assets in the following
sectors: Digital; including data centres, fibre assets and telecom
towers; Power & Utilities, including electricity generation,
gas transmission and district heating; Renewables & Energy
Efficiency, providing critical electricity infrastructure and
metering; and Transport & Logistics, with the asset focused on
the cold storage logistics value chain.
-- Post period-end Subscription shares exercised raising gross
proceeds of GBP80.8 million and announcement of proposed C share
equity raise of GBP250 million, with the proceeds expected to be
deployed within six months
-- Interim dividend of 1p per share to be paid on 28 October
2022, in-line with guidance; target full-year dividend of 2p per
share; targeting a dividend of 4p per share in respect of the
financial year ending 2023;
-- Net asset value (NAV) of GBP392 million, 97.9 pence per
share, at 30 June 2022 and a market cap of GBP410 million
-- The Company has a robust pipeline of opportunities within a
supportive infrastructure investment environment. Immediate
pipeline in excess of GBP500 million.
Vagn Sørensen, Chair, Pantheon Infrastructure Plc, said: "I am
very pleased to present the first interim report for Pantheon
Infrastructure Plc. PINT's co-investment strategy gives public
markets unique and low-cost access to a wide network of
high-quality private infrastructure assets. We are delighted with
the rapid deployment of capital into a series of high-quality
assets across our target sectors, all of which have established
cash flows, high growth potential and strong ESG credentials. Since
the period end, we have raised additional capital through
subscription shares and announced a proposed C share fundraise
targeting GBP250m to execute on our strong pipeline. We look
forward to updating the market with our progress in the coming
weeks."
Richard Sem, Partner at Pantheon Ventures, PINT's investment
manager, said: "We have assembled a strong portfolio of assets in
our target sectors, including data centres, district heating and
electricity generators, and a road logistics transporter, which all
benefit from highly defensive characteristics. The opportunity to
invest in infrastructure is considerable and, as the volume of
opportunities we are reviewing continues to grow, we believe we are
in a good position to select the most attractive investments and
offered to us to help deliver the strong returns we are targeting
for investors."
For further information, contact:
Pantheon +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com
Richard Sem, Partner
Harriet Alexander, Vice President
Investec Bank plc +44 (0) 20 7597 4000
Corporate Broker pintcosec@linkgroup.co.uk
Tom Skinner (Corporate Broking)
Lucy Lewis, Denis Flanagan (Corporate
Finance)
Link Company Matters Limited
Company Secretary
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.
LEI: 213800CKJXQX64XMRK69
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 $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
Purpose
Our purpose is to provide access to a globally diversified
portfolio of high-quality infrastructure assets which will generate
sustainable attractive returns over the long term. We achieve this
by targeting co -- investment assets (or direct investments), which
have strong environmental, social and governance (ESG) credentials,
and underpin the transition to a low-carbon economy.
About us
Pantheon Infrastructure Plc (the 'Company' or 'PINT') 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.
PINT provides exposure to a global, diversified portfolio
through direct co-investments in high -- quality infrastructure
assets with strong defensive characteristics, typically benefiting
from contracted cash flows, inflation protection, and conservative
leverage profiles. Our assets have strong ESG credentials and
include projects that support the transition to a low -- carbon
economy. The Portfolio focuses on assets benefiting from long-term
tailwinds.
The Company is overseen by an independent Board of non --
executive Directors and managed by Pantheon Ventures (UK) LLP
('Pantheon'), a leading multi-strategy Investment Manager in
infrastructure and real assets, private equity, private debt and
real estate.
Highlights
At a glance as at 30 June 2022
Capital committed:
GBP344m(1)
Net asset value (NAV):
GBP392m
Interim dividend per share:
1p per share
Target full-year dividend per share: 2p per share
Market cap:
GBP410m
Premium to NAV:
5%
1. This refers to the committed capital to assets which are:
invested, committed and in legal closing. Invested assets represent
those that have reached financial close and have been, or are in
the process of, being funded, with small amounts reserved for
follow-on investments whereby there is no remaining deal execution
risk; committed assets represent those which are announced and are
subject to final financial close; and in legal closing assets
represent those which are not yet announced but are in final stages
of legal closing; uncommitted capital represents the remainder of
NAV not yet allocated. There is no guarantee that commitments
subject to legal closing will be closed. As at 30 June 2022, GBP105
million of capital was committed to assets. Post 30 June 2022, a
further GBP193 million was committed to newly acquired assets with
a further c.GBP46 million in legal closing. This brings the total
capital committed to acquired infrastructure assets since IPO to
GBP344 million, which represents 88% of net IPO proceeds.
Why invest in PINT
The Company aims to build a global portfolio of investments with
blended risk/return profiles, and set targets across deal types,
sectors and geographies for diversification.
1. Unique access to private infrastructure co-investment assets
Pantheon, the investment manager, has a large and global
infrastructure network
PINT is managed by Pantheon's infrastructure investment team,
which has a deep and broad sourcing network with leading private
asset investment managers. PINT invests in infrastructure assets
via co-investments alongside highly experienced General Partners
("Sponsors"), typically on a no fee and no carried interest basis.
This is attractive for several reasons, including:
-- unique opportunities: PINT provides investors with the
opportunity to access Pantheon's extensive deal flow network of
blue-chip infrastructure investors. There are fewer public market
opportunities to access private infrastructure assets, as companies
often remain private for long periods of time. Therefore, investing
in PINT provides access to high-quality co-investment
infrastructure assets not normally accessible to public market
investors;
-- enhanced economics: The use of co-investments can reduce the
overall expense ratio and gross-to-net performance spread of a
portfolio, as most deals are offered with no ongoing management fee
nor carried interest;
-- portfolio construction: Pantheon uses co -- investments to
select individual assets to gain exposure to, and tilt the
portfolio towards, sectors based on the Investment Manager's view
on relative value;
-- exposure to nascent sectors: Co-investments can provide
access to nascent and emerging sectors that may otherwise be
underweight or not be available within primary or secondary
investment opportunities (refer to glossary);
-- sponsor specialisation: Co-investors are able to choose deals
alongside a Sponsor with a distinct edge who may be best placed to
create value in that particular sub-strategy; and
-- ESG: Pantheon is able to apply its integrated ESG approach to
investments to the direct co-investment as well as the Sponsor.
2. Favourable defensive long-term characteristics
Infrastructure assets can offer reliable income streams with
inflation protection
Infrastructure assets combine a range of attractive
characteristics for long-term investors. Distinctively,
infrastructure may mitigate the adverse effects of rising inflation
and may provide an income-generating investment outside of
traditional fixed income. Infrastructure assets may also provide
embedded value and downside protection across market cycles given
the regulated and contracted nature of the underlying cash flows.
Infrastructure assets may provide a range of attractive investment
attributes including the following:
-- stable cash flow profile: Infrastructure may provide a
compelling, stable distribution profile similar to traditional
fixed income. Infrastructure assets often offer reliable income
streams governed by regulation, hedges or long -- term contracts
with reputable counterparties;
-- inflation hedge: Historically, infrastructure investments can
provide a natural hedge to rising inflation in portfolios, as many
sub-sectors have contracts with inflation-linkage/protections built
in;
-- embedded downside protection: The vital role that many
infrastructure sub-sectors play in our daily lives makes them an
innately defensive investment. The tangible nature of
infrastructure investments can provide a basis for liquidation and
recovery value in downside cases. Cash flows that have a high
portion of protection through contractual structures with
high-quality counterparties offer further downside protection;
and
-- diversification: Infrastructure can be a valuable portfolio
diversifier alongside traditional and alternative investments.
Historically, listed infrastructure returns have been only
moderately correlated to traditional asset classes. The sub --
sectors within the infrastructure universe and the drivers of such
sub-sector returns tend not to be correlated with one another.
3. Access to secular trends
PINT seeks to build a diversified portfolio across sectors that
benefit from secular trends
Pantheon takes a disciplined portfolio construction strategy to
ensure a globally diversified portfolio with exposure across
sectors, while maintaining the flexibility to tilt exposures based
on opportunities which may present compelling relative value. The
Company aims to build a global portfolio of investments with
blended risk/return profiles, and set targets across deal types,
sectors and geographies for diversification.
Digital Infrastructure 43%(1)
Data centres, fibre networks and towers
Power & Utilities 35%(1)
Energy utilities, water and conventional power
Renewables & Energy Efficiency 12%(1)
Wind, solar, sustainable waste and smart infrastructure
Transport & Logistics 10%(1)
Ports, rail & road and airports
1. Includes assets which have been invested, committed and in
legal closing as at 21 September 2022.
4. Seeks to generate attractive risk -- adjusted returns
Targeting capital growth and dividend returns
The Company seeks to generate attractive risk-adjusted total
returns for shareholders over the longer term. This comprises
capital growth with a progressive dividend, through the acquisition
of equity or equity-related investments in a diversified portfolio
of infrastructure assets with a primary focus on developed OECD
markets.
The Company is targeting a NAV Total Return per share of 8-10%
p.a. following full investment of IPO proceeds.
8-10% p.a.(1)
NAV Total Return per share
2pps(2)
Full-year dividend
4pps(2)
Second year dividend, progressive thereafter
1. NAV per share total return is defined as the growth in the
net asset value per share, together with all distributions (of an
income or capital nature) paid in respect of such share.
2. Pence per share ("pps"). The Company is targeting a first
year dividend of 2pps, increasing to 4pps in the year ending 31
December 2023, and, thereafter, progressive.
At a glance
Ten infrastructure co -- investment assets(1)
Geographic diversification(1)
North America 46%
Europe 42%
UK 12%
Sector diversification(1)
Digital Infrastructure 43%
Power & Utilities 35%
Renewables & Energy Efficiency 12%
Transport & Logistics 10%
1. Based on assets invested, committed and in legal closing at 21 September 2022.
Chair's statement
Investing in sustainable infrastructure has never been so
important
GBP344(1) million of net
IPO proceeds committed
Invested 75%
Committed 12%
In legal closing 13%
1 penny per share
Interim dividend declared
I am very pleased to present the first interim report for
Pantheon Infrastructure Plc. Investing in sustainable
infrastructure has never been so important and we are delighted
with the depth of interest PINT has received to date. I would like
to take the opportunity to thank the investors who supported the
Company's initial public offering (IPO) and made our launch a major
success.
PINT's IPO raised gross proceeds of GBP400 million, at an issue
price of 100 pence per Ordinary Share. The Company received
applications substantially exceeding both the target of GBP300
million and the GBP400 million maximum size of the issue.
Accordingly, a scaling -- back exercise was undertaken. In
addition, Subscription Shares were issued to IPO investors on the
basis of one Subscription Share for every five Ordinary Shares
subscribed. Following the final exercise date on 31 August 2022,
the Company raised additional gross proceeds of GBP80.8 million
through the exercise of the Subscription Shares.
PINT's purpose is to enable investors to gain exposure to a high
-- quality mix of yielding and growth infrastructure assets in
developed markets, with strong downside and inflation protection,
through investments in private infrastructure assets alongside
leading Sponsors and institutional investors.
The Company is targeting a NAV Total Return per share of between
8% and 10% p.a. following full investment of the IPO proceeds. We
also aim to declare an initial dividend of at least 2 pence per
Ordinary Share in the rst nancial year ending 31 December 2022,
rising to 4 pence per Ordinary Share for the financial year ending
31 December 2023 (following full investment of the IPO proceeds),
and, thereafter, a progressive dividend. The Company intends to pay
dividends on a semi-annual basis, and is pleased to declare its
first interim dividend payment of 1 penny per share for the period
ended 30 June 2022, payable on 28 October 2022.
Deployment and performance
As at 30 June 2022, the Company had invested in four assets
totalling GBP105 million. A further GBP193 million was committed to
five assets and GBP46 million to a further asset currently in legal
closing, after the period end. In total, this amounts to GBP344
million(1) which represents 88% of initial net IPO proceeds. This
compares favourably with our initial target of acquiring eight to
twelve assets in the first twelve months, communicated at IPO
date.
The NAV per share as at 30 June 2022 was 97.9 pence, down 0.14
pence per share for the period since IPO, principally attributable
to operating expenses in the period. The Portfolio value is GBP101
million (2) , reflecting the four assets invested at 30 June 2022,
and given the recent acquisition of these investments, no
significant valuation movements were recognised in the period.
Strategy and portfolio
The Company seeks to generate attractive risk-adjusted returns
by constructing a diversified portfolio of high-quality assets
across the global infrastructure investment universe, with a focus
on assets that offer downside protection, which is particularly
relevant in the current market environment. Leveraging Pantheon's
extensive 13-year experience in infrastructure investing and c.$20
billion infrastructure platform, PINT targets specific transactions
that Pantheon deems to be most attractive, notably opportunities in
businesses with strong operations and growth potential, in sub --
sectors benefiting from long -- term tailwinds and managed by
high-quality Sponsors.
We do, however, remain alert to the challenges in the current
environment and there are several key themes that we believe are
important to consider:
Inflation: Inflation is currently front and centre of investors'
minds. The conflict in Ukraine and subsequent sanctions against
Russia have driven steep rises in commodity prices and disrupted
supply chains, adding to existing post-Covid-19 inflationary
pressures. Infrastructure assets that benefit from contracted cash
flows with inflation linkage can provide protection against global,
rising inflation.
GDP growth: As global growth slows and expectations for medium
-- term economic activity are revised downwards, GDP linkage is
another concern for investors. When appraising an investment
opportunity, a key factor of Pantheon's due diligence is to assess
its cash flow's correlation to GDP and we seek investments that are
underpinned by long-term contracts and/or a strong regulatory
environment.
Downside protection: Asset resilience is critical, especially
against the current backdrop of volatility, rising inflation and
slower growth. As an asset class, infrastructure provides essential
services, which in itself offers a degree of protection. Assets are
tangible by nature, and can therefore offer recovery value in
downside cases. Importantly, PINT invests in companies with
established cash flows and those which have high growth potential,
driven by fundamental, long-term themes, which helps to further
mitigate investment risk. PINT's investments are typically made
alongside sector-specialist Sponsors with strong, proven track
records and specific expertise that can help to harness this
potential.
We believe that PINT's portfolio is well balanced from both a
geographic and sector perspective. The composition of the portfolio
to date is weighted towards Digital Infrastructure and Power &
Utilities with the Transport & Logistics allocation still
building up to the target concentration. Invested capital is split
between North America and Europe with no significant geography
overweight. Further diversification should evolve as new
investments in advanced due diligence, utilising the proceeds from
the recent Subscription Share conversion, are completed.
1. This includes deals which we have invested in, committed to,
or are in legal closing at 21 September 2022.
2. Investments at fair value reported in the Balance Sheet are
GBP145 million, which include the consolidated prepayment and cash
balances held by PINT's wholly owned subsidiary PIH LP, amounting
to GBP39 million and GBP5 million, respectively.
Strong governance
We have assembled a highly experienced and independent Board of
Directors. All the Board members have worked in the infrastructure
space and have a combined experience across the industry in excess
of 100 years. All the Directors are non-executive and are
independent of Pantheon. The Board of Directors is responsible for
managing the business affairs of the Company in accordance with the
Articles and has overall responsibility for the Company's
activities, including the review of investment activity and
performance, and the overall supervision of Pantheon, the
Investment Manager. The PINT team is led by Richard Sem, who is a
Partner and has over 25 years of experience investing in
infrastructure. The Board is confident that the Pantheon team has
the expertise to enable PINT to achieve its long -- term
objectives.
The Directors may delegate certain of their functions to other
parties such as the Investment Manager, the Administrator and the
Registrar. In particular, the Directors have delegated
responsibility for managing the Company's investment portfolio to
Pantheon as the Investment Manager.
Pantheon has a proven track record of delivering strong returns
by applying a disciplined investment process across a globally
diversified portfolio and we are confident that its approach, which
focuses on co-investing, thus minimising fees while maximising the
number of investment opportunities it can access, offers a
compelling and differentiated opportunity for investors.
The Board regards ESG credentials as an important component of
the Company's investment processes, portfolio construction
considerations and overall strong governance. Our Investment
Manager, Pantheon, considers ESG to be an integral part of
investment risk management and value creation. Pantheon has
classified the Company as an Article 8 'light green' product
following an internal assessment of the application of the EU
Sustainable Finance Disclosure Regulations (SFDR). Consistent with
this, the Company will not invest in infrastructure assets whose
principal operations are in any of the following sectors (each a
'Restricted Sector'): coal, oil, upstream gas, nuclear energy and
mining.
We believe the Portfolio is well positioned to provide investors
with some protection against the headwinds of rising inflation and
sluggish GDP growth.
PINT's Directors collectively own a total of 288,000 shares in
the Company. In addition, twelve Partners of Pantheon collectively
hold a further 953,985 shares.
Outlook
The Board believes the investment opportunity in infrastructure
today is significant. There is a projected $13 trillion in capital
expenditure required globally to improve ageing infrastructure and
build new projects by 20401. The need to improve the safety,
sustainability and connectivity of existing infrastructure systems
to support the global transition to Net Zero carbon, and the
increasing demand for digital and data services, are adding to this
substantial funding gap. Private infrastructure has demonstrated a
necessary role in filling that gap, and we believe it will continue
to play an important part in funding global infrastructure
investments.
Infrastructure transaction volumes have increased steadily over
the last five years and, despite current market conditions, 2022
closed transactions remain resilient, totalling $588 billion year
to date(2) .
Pantheon expects the strong deal flow it has witnessed over the
last few years to continue. The current pipeline is strong, with
opportunities presenting across all main sub-sectors and geographic
regions. Accordingly, the Company has announced its intention to
raise additional capital through an offering of C Shares, in order
to continue to capitalise on the opportunities presenting in this
supportive investment environment for the asset class.
Going forward, we believe the Portfolio is well positioned to
provide investors with some protection against the headwinds of
rising inflation and sluggish GDP growth. We look forward to
executing on more high -- quality opportunities in the
infrastructure space as we build out the Company's portfolio, and
continue to be optimistic about growth prospects and the long --
term resilience of both the sector and the Company.
Vagn Sørensen
Chair
21 September 2022
1. Source: Oxford Economics. Global Infrastructure Outlook, 2019.
2. Source: Pantheon opinion, Inframation, September 2022.
Responsible investing and ESG
ESG in investment due diligence
The Company recognises the importance of a responsible approach
to investment and of transparent disclosure. As an investment
company, PINT has delegated day to day management to its Investment
Manager.
Since 2010, Pantheon has integrated responsible investment
principles into the firm's entire investment process. Pantheon
incorporates ESG factors into its investment due diligence, and
findings are formally documented in investment recommendations,
with potential concerns flagged for consideration to Pantheon's
dedicated internal committees. Pantheon's approach to assessing ESG
opportunities and risks is multi-faceted and considers both
Sponsor-level and asset-level factors. Given that all of Pantheon's
infrastructure co-investments have been completed alongside a core
roster of Sponsors, the team conducts extensive diligence at the
Sponsor level using several ESG key performance indicators (KPIs).
Moreover, Pantheon's ESG analysis of potential infrastructure
co-investments involves assessment of ESG risk at the Portfolio
Company level. Specific areas of ESG assessment conducted
include:
Sponsor ESG KPIs
- Adoption of ESG industry standards
- Established ESG approach in investment process and ongoing
portfolio management
- Integration of climate change risk diligence and
monitoring
- Significant prior ESG events at the firm
- Reputation checks and referencing
- Diversity & Inclusion policies and diversity ratios of
investment team
- Corporate governance controls
- Adoption of anti-corruption and anti -- bribery policies
- Cyber security and business continuity plans
Portfolio Company ESG KPIs
- Sector risk
- Company risk
- Country risk
- Prior ESG company incidents
- ESG benefits to company
- Background checks on company/key professionals
- Historical greenhouse gas emissions
- Physical climate change risk
- Transition climate change risk
Pantheon continues to refine and evolve its approach as more
tools and resources become available, particularly as ESG covers a
wider scope of subjects, to maintain its position as a thought
leader. Pantheon employs a specialist third-party data provider,
RepRisk, on ESG due diligence issues. RepRisk provides access to
its company data set, which enables Pantheon to identify actual ESG
issues in prospective and current Portfolio Companies. RepRisk
provides both qualitative news flow on Portfolio Companies and
metrics on ESG risk. As part of the investment monitoring process,
Pantheon actively engages with Sponsors and management teams to
understand ESG risks within Pantheon's portfolios. Pantheon
believes that the RepRisk system assists it in maintaining a
market-leading level of coverage of ESG risks and exposure across
Pantheon's portfolios, enabling it to achieve the following as part
of its overall investment monitoring:
-- maintenance of a comprehensive log of ESG issues that is not
dependent on the Pantheon team identifying the issue or being
notified of an issue by the Sponsor;
-- customised monitoring of Portfolio Companies; through
RepRisk, Pantheon is able to build a monitoring tool that tracks
all investments for adverse ESG publicity; and
-- ESG ratings which enable it to provide more detailed ESG risk
reporting to clients as well as providing for in -- depth
information for its ongoing risk analysis.
As the portfolio matures we intend to release more ESG metrics
in future reporting.
Pantheon has classified the Company as an Article 8 'light
green' product following an internal assessment of the application
of the SFDR. PINT has binding investment restrictions excluding
assets with a primary activity in a number of specific sectors,
such as coal and oil particularly related to the extraction of
hydrocarbons. As Investment Manager, Pantheon also endeavours to
collect additional ESG data on PINT's Portfolio, including
greenhouse gas emissions from underlying assets. PINT also has a
heightened focus on social and governance factors, including
monitoring diversity statistics at underlying company and Board
level, and on health and safety measures. Additional data on ESG
factors will be reported back to investors alongside financial
returns, as part of PINT's annual reporting.
Pantheon is driven by the conviction that ESG is an integral
part of investment risk management and value creation. Responsible
investment principles form a key element of Pantheon's investment
philosophy and approach, including the following:
-- formally taking account of ESG issues in the entire investment process;
-- engaging with Sponsors to promote the importance of ESG;
-- providing ongoing ESG training to Pantheon investment professionals;
-- maintaining ESG risk monitoring post-investment for the underlying assets;
-- maintaining investor awareness of the level of ESG risks through ESG reporting; and
-- championing ESG within the industry by contributing to
guidelines and by promoting responsible investment through speaking
at conferences and seminars.
Pantheon was one of the first signatories of the UN Principles
for Responsible Investment (UN PRI), signing up in 2007 and joining
the UN PRI Steering Committee in 2009. In 2008, Pantheon
established an internal ESG working group, and in 2010 successfully
integrated the Principles for Responsible Investment into its
investment processes and implemented pioneering reporting to
clients on ESG. When the UN PRI began assessing and reporting on
its signatories in 2015, Pantheon was awarded an A+ and has
maintained consistently high scores ever since. Most recently, in
2020, Pantheon was awarded an A+ score in the 'Strategy and
Governance' and 'Infrastructure' modules of the UN PRI annual
assessment.
Environmental
Through its investments in certain Portfolio Companies, the
Company promotes environmental characteristics but does not have
sustainable investment as its objective and does not invest in
sustainable investments, as defined under the SFDR. This focus is
to support the Company's environmental characteristics which relate
to climate change mitigation. The Company seeks to meet these
environmental characteristics through its binding commitment to
restrict investment activities in certain sectors and to ensure
that any assets that breach its restrictions policy are excluded
from investment.
Exclusions
The Company has identified certain companies or groups of
companies that it will exclude or limit in the Portfolio Companies,
known as exclusions, to promote the environmental characteristics
that the Company supports. In addition, the Company will not invest
in infrastructure assets whose principal operations are in any of
the following Restricted Sectors:
-- coal (including coal-fired generation, transportation and mining);
-- oil (including upstream, midstream and storage);
-- upstream gas;
-- nuclear energy; and
-- mining.
The Company may invest in infrastructure assets whose principal
operations are not in a Restricted Sector but that nonetheless have
some exposure to a Restricted Sector (for example, a diversified
freight rail transportation asset that has some exposure to the
coal sector), provided that:
-- no more than 15% of any such infrastructure asset's total
revenues are derived from Restricted Sectors;
-- no more than 5% of total revenues across the portfolio
(measured on a look-through basis) are derived from Restricted
Sectors; and
-- there is a planned trajectory to reduce this exposure over time.
These restrictions will be assessed at the time of
investment.
Approach to climate change risk
Climate change is an increasingly important ESG topic and
Pantheon is closely following the development of the Task Force on
Climate -- Related Financial Disclosures (TCFD). Pantheon became a
signatory to the TCFD in February 2021 and is making strides to
report on, and deliver, enhanced information on climate change
risks to its clients.
Early in 2019 Pantheon researched how climate change due
diligence tools and reporting could be introduced into its
portfolios. Pantheon appointed a preferred third-party provider,
ERM, to develop a climate change sector risk analysis to identify
physical and transition risks and opportunities across its
infrastructure portfolios. Through the partnership with ERM,
Pantheon and its clients are gaining a deeper understanding of
existing climate change risks, opportunities and ongoing monitoring
capabilities.
Diversity and inclusion (D&I)
The Directors of PINT have full oversight of the ESG matters
relating to PINT's Portfolio and leverage Pantheon's comprehensive
approach to investing responsibility and championing diversity, as
described below. Half of the Board comprises women.
Pantheon is committed to championing D&I and developing a
diverse global workforce. Pantheon seeks to increase the
participation of women and ethnically diverse professionals in
private markets through visible engagement on the issues of
diversity across its global regions with local trade associations,
its clients and Sponsors. As a Women in Finance Charter signatory,
Pantheon has formally committed to ensure that the proportion of
women who are engaged in the day-to-day management and operation of
the firm (Global Heads of Departments and Partnership Board) is at
least 33%(1) . As of February 2022, Pantheon exceeded this target
with 38% of Heads of Department identifying as female. Pantheon
proudly supports a number of organisations focused on equitable
access to education and opportunity, and on encouraging women to
pursue fulfilling careers in private markets. The two most senior
people in the Infrastructure and Real Assets team are women.
Pantheon emphasises partnerships that target gender, LGBTQ+ and
under-represented groups, including 100 Black Interns, Sponsors for
Educational Opportunity, Women in Alternative Assets, PEWIN, Level
20, Mindful Business Charter and Out Investors. These partnerships
offer engagement opportunities for all Pantheon employees through a
set of organisations that reflect the firm's holistic diversity and
values.
1. In January 2020, Pantheon updated its annual target from 30%
to 33% in line with the Hampton-Alexander Review target that
women's representation on leadership teams should be 33% by
2020.
Business model
Purpose
PINT aims to provide exposure to a global, diversified portfolio
of high -- quality infrastructure assets.
What sets us apart
1. Deal selectivity:
Sponsor relationships drive strong deal flow, allowing for
highly selective investment process
2. Diversification:
Access to investments across sourcing Sponsors, sectors and
geographies
3. Sponsor specialisation:
Ability for investors to choose deals alongside a Sponsor with a
distinct edge who may be best placed to create value
4. Fee efficient:
Historically offered with no ongoing management fee/carried
interest
Capturing secular growth
Digital Infrastructure
-- Growth in mobile data traffic
-- Growth in 5G connected devices
Renewables & Energy Efficiency
-- Average cost reduction for solar/wind
-- Increasing global installed wind/solar capacity
Power & Utilities
-- US/European transitioning grid to renewables
-- US coal power plant retirements
Transport & Logistics
-- Increased global trade
-- Higher e-commerce penetration
Our co-investment strategy differentiates us in the listed
infrastructure market.
How we create value
Investors Shareholders PINT's business model creates
Investors in PINT can participate value by allowing Pantheon,
in a globally the Investment Manager, to
diversified portfolio of core allocate capital and invest
infrastructures assets alongside on its behalf alongside the
other leading private asset Sponsors that it believes
managers and institutional have a distinct edge in a
investors. particular infrastructure
sector.
--------- ---------------------------------- --------------------------------
Vehicle PINT Pantheon
(public) (private)
PINT has access to Pantheon's Pantheon provides a broad
deal sourcing
sourcing platform. network with leading private
asset
Since PINT is publicly listed, investment managers.
any retail
or institutional investor Refer to the Investment Manager
is able to benefit from section
any value it creates. In the Interim report for
more details.
--------- ---------------------------------- --------------------------------
Portfolio Infrastructure assets
High-quality infrastructure assets typically benefit
from long-term contractual cash flows,
positive correlation to inflation and exposure to secular
changes in society.
--------- --------------------------------------------------------------------
Value creation
-- 8-10% p.a.
NAV Total Return per share
-- 4pps(1)
per share second year dividend, progressive thereafter
1. The Company is targeting a first year dividend of 2pps,
increasing to 4pps in the year ending 31 December 2023, and,
thereafter, progressive.
Investment strategy
The Company seeks to generate attractive risk-adjusted total
returns for shareholders over the long term, comprising both
capital growth and a progressive dividend. Through the acquisition
of equity or equity-related investments, PINT offers a diversified
portfolio of infrastructure assets with a primary focus on
developed OECD markets.
Diversification Global portfolio with exposure to regions, sectors
and sourcing partners and the ability to tilt
the portfolio over time to the best risk/return
opportunities
---------------------------- ------------------------------------------------------
Resilient cash flow Emphasis on direct infrastructure assets with
assets substantial contracted cash flows and conservative
leverage creates a portfolio with downside protection
---------------------------- ------------------------------------------------------
Inflation protection Natural hedge against rising inflation with certain
assets benefiting from inflation protection
---------------------------- ------------------------------------------------------
Capturing long-term Exposure to growth dynamics within infrastructure
growth sub-sectors including the transition to a Net
Zero carbon economy and the digitalisation of
social and economic activity
---------------------------- ------------------------------------------------------
Value-creation opportunities Assets where added value can be created through
operational optimisation, incremental expansion
of a platform or industry consolidation, utilising
the skill-set and track record of sourcing partners
---------------------------- ------------------------------------------------------
Strong ESG characteristics Robust asset and Sponsor ESG risk assessment through
due diligence, ongoing asset monitoring and exclusion
of high-risk ESG sectors from the strategy including
coal, oil, gas (upstream), mining and nuclear
---------------------------- ------------------------------------------------------
KPIs/targets
Deployment of IPO proceeds
Our objective set at the launch of PINT was to assemble a
diversified portfolio of eight to twelve assets with the Net
Initial Proceeds, within nine to twelve months.
Capital deployed
Invested 75%
Committed 12%
In legal closing 13%
How has PINT performed?
As at 30 June 2022, the Company had invested in four assets with
aggregate commitments of GBP105 million. A further GBP193 million
was committed to five assets, and c.GBP46 million to a further
asset in legal closing after the period end. In total, this amounts
to GBP344 million which represents 88% of initial net IPO proceeds.
This compares favourably with our initial target communicated at
IPO of acquiring eight to twelve assets in the first twelve
months.
NAV Total Return
The Company is targeting a NAV Total Return per Share of 8-10%
per annum following full investment of the IPO Proceeds.
Definition
-- Total return is how we measure the overall financial performance of the Company.
-- Total return comprises the investment return from the
Portfolio and income from any cash balances, net of management and
operating and finance costs. It also includes foreign exchange
movement and movement in the fair value of derivatives and
taxes.
-- Total return is measured against the opening NAV, net of the
final dividend for the previous year, and adjusted (on a time --
weighted average basis) to take into account any equity issued in
the year.
How has PINT performed?
-- At 30 June 2022, PINT had invested GBP105 million of the IPO proceeds.
-- Total return for the period to 30 June 2022 was (0.1%)
attributable to operating expenses in the period since IPO. Given
the recent acquisition of the investments, no material portfolio
gains have been recognised, but the portfolio is well positioned to
deliver on PINT's return targets.
Annual distribution
The Company is targeting a 2 pence per share dividend in the
first year, 4 pence per share in the second year, followed by a
progressive dividend policy thereafter.
Definition
-- This measure reflects the dividends distributed to shareholders each year.
-- The Company's investment objective is to generate returns
from portfolio income and capital returns (through value growth and
realised capital profits).
-- The dividend is measured on a pence per share basis, and is targeted to be progressive.
How has PINT performed?
-- Interim dividend of 1 penny per share declared for the period
to 30 June 2022, to be paid on 28 October 2022. The Company intends
to pay dividends on a semi-annual basis in line with its
progressive dividend policy.
Investment Manager's report
About Pantheon
Founded in 1982, Pantheon has established itself as a leading
global multi-strategy investor in private equity, infrastructure
and real assets, private debt and real estate.
Since 2009, Pantheon has completed 175 infrastructure
investments across primaries, secondaries and co-investments
alongside more than 50 asset sourcing partners, solidifying its
position as one of the largest managers investing in
infrastructure(1.) Total investment and Sponsor relationships count
exceeded 50 as of May 2022 including all infrastructure investments
closed or in legal closing. The global infrastructure investment
team managed $19.8 billion in AUM as at 31 March 2022. Pantheon is
an experienced infrastructure co -- investor and as at 31 August
2022 had committed $4.3 billion across 51 co-investments
globally.
Pantheon platform
121 $87.8bn >900 10
Investment Funds under Institutional investors Global
professionals management globally offices
-------------- ----------- ----------------------- --------
Pantheon private infrastructure(2)
$19.8bn 175 >30 21 years
AUM Investments Investment professionals Average years' experience
of investment committee
------- ----------- ------------------------ -------------------------
Pantheon private infrastructure co-investments
$4.3bn 51 50+ 15.8%
Total commitments Total investments Asset sourcing partners Notional net IRR(1)
------------------ ----------------- ----------------------- -------------------
Pantheon has extensive experience of, and expertise in investing
in, primaries (which involve a commitment to a newly launched
limited life company managed by a Sponsor, seeking to exit improved
businesses in the later years of the company term at a profit),
secondaries (which traditionally involve the purchase of an
interest in an established private company or a portfolio of
companies from an existing investor) and co-investments (which
afford the opportunity for investors to invest alongside Sponsors
in specific Portfolio Companies, typically on a fee and carried
interest-free basis). The Company focuses on gaining exposure to
infrastructure assets via co-investments.
Pantheon primary company Sponsors require co-investment Pantheon co-investment
strategy partner strategy
----------------------------------------------------------- ---------------------------------------- -----------------------------------------------------------
$9.3bn AUM in primary $64bn co -- investment $4.3bn committed across
companies since 2009(2) opportunities screened 51
since 2015(3) co -- investment assets(4)
----------------------------------------------------------- ---------------------------------------- -----------------------------------------------------------
Sponsors may offer co-investments
* Pantheon develops long -- term relationships with top for the following reasons: * Access to co -- investment assets, typically on a no
tier sourcing partners by investing in their fee, no carry basis.
underlying flagship companies. * Size of transaction.
* To manage concentration limits. * Proven track record as a valuable partner by
* Sourcing partners consider Pantheon to be a strategic providing experience in complex deals; speed and
partner, rather than a direct competitor. certainty of deal execution within short time frames.
* Raise follow-on capital.
* Strengthen investor relationships. * Co-investment track record has produced notional net
IRR of 15.8%(4) .
----------------------------------------------------------- ---------------------------------------- -----------------------------------------------------------
1. Performance data as of 31 March 2022. Past performance is not
indicative of future results. Future performance is not guaranteed
and a loss of principal may occur. Performance data includes all
infrastructure co-investments approved by the Global Infrastructure
and Real Assets Committee since 2015, when Pantheon established its
infrastructure co-investment strategy. Notional net performance is
based on average annualised fee of 1.5% of NAV. The estimated
operating expenses of 30 bps are based on a GBP300 million capital
raise and exclude the management fee. The estimate is subject to
refinement based on actual supply chain contracts and has been
compiled using comparative data from other London listed investment
companies in the infrastructure sector.
2. As at 31 August 2022. This figure includes assets subject to
discretionary or non-discretionary management or advice.
Infrastructure AUM includes all infrastructure and real asset
programmes which have an allocation to natural resources.
3. Pantheon internal data from 2015 to August 2022. Screened
deal flow is based on total value of transactions ($).
4. Performance data as of 31 August 2022. Performance data
includes all consummated infrastructure co investments approved by
GIRAC since 2015, when Pantheon established its infrastructure co
investment strategy.
Portfolio
PINT aims to construct a diversified global portfolio with a
focus on OECD countries, with the majority of exposure in Europe
and North America. Over the medium term, the Investment Manager
expects the composition of the portfolio to include Digital
Infrastructure, Power & Utilities, Transport & Logistics,
Renewables & Energy Efficiency and Social & Other
infrastructure.
In the period to 30 June 2022, PINT committed to GBP105 million
across four investments, of which GBP98 million was invested and
drawn at 30 June 2022. Post 30 June 2022, an additional GBP193
million was committed to new assets and c.GBP46 million to a
further asset in legal closing.
Since the IPO date, the Company has invested and committed,
including one asset in legal closing, to ten core infrastructure
investments, representing 88% of the net IPO proceeds. This is in
line with the target announced at the IPO to have capital committed
to eight to twelve assets in the first twelve months following
listing.
The portfolio assembled to date is well diversified across
sectors and geographies, and Pantheon believe that the assembled
portfolio will endure through the current and near-term volatile
market environment. The Portfolio Companies benefit from defensive
characteristics, including contracted cash flows, inflation
linkage, conservative leverage profiles and strong ESG
credentials.
At the time of reporting, the Company had completed the
acquisition of eight investments, for total consideration of GBP257
million, with an additional amount of c.GBP41 million committed,
with 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 during Q4 2022, the Company will
have made a total of ten investments for a total consideration of
GBP344 million.
The ten investments, commitments and asset in legal closing to
date are well diversified across sector and geography. Five of
these transactions are in Digital Infrastructure, representing 43%
of the GBP344 million of commitments, providing access to the Data
Centres, Towers and Fibre Sub-sectors. Three transactions,
representing 35% are in the Power & Utilities sector providing
access to gas transmissions, district heating and electricity
generation, with the remaining transactions in Renewables and
Energy Efficiency (12%) and Transport & Logistics (10%). The
largest percentage of the exposure, by commitments is in North
America (46%), with the remaining exposure in Europe (42%), and the
UK (12%).
Performance
PINT invested GBP97.5 million into four assets, denominated in
USD. The strengthening of the USD resulted in a portfolio foreign
exchange gain of GBP5.0 million, before the impact of the hedging
programme. Distributions of GBP1.2 million were received, resulting
in a closing portfolio value of GBP101.3(2) million at 30 June
2022.
Under the Company's valuation policy investments are carried at
fair value in accordance with FRS 102 and the International Private
Equity and Venture Capital Valuation (IPEV) guidelines. The
investments within the portfolio at 30 June 2022 were recently
transacted and the purchase price has been considered to be
indicative of the fair value, adjusted for foreign exchange to 30
June 2022.
Geographic diversification(1) as at 21 September 2022
-- North America 46%
-- Europe 42%
-- UK 12%
Sector diversification(1) as at 21 September 2022
-- Digital Infrastructure 43%
-- Power & Utilities 35%
-- Renewables & Energy Efficiency 12%
-- Transport & Logistics 10%
1. Includes assets which have been invested, committed and in legal closing after 30 June 2022.
2. Investments at fair value reported in the Balance Sheet are
GBP145 million, which include the consolidated prepayment and cash
balances held by PINT's wholly owned subsidiary PIH LP, amounting
to GBP39 million and GBP5 million, respectively.
NAV pence per share movement (period to 30 June 2022)
NAV per share over the period was broadly flat as there were no
material valuation adjustments, given the recent acquisition of the
investments. The strengthening of the USD in the period resulted in
a foreign exchange gain of 1.4 pence per share, which was partially
offset by a (1.2) pence per share movement from the foreign
exchange hedging programme. Investment Income from the portfolio
and interest on cash deposits, contributed 0.1 pence per share,
offset by (0.4) pence per share related to fund operating expenses,
resulting in a closing NAV of 97.9 pence per share.
1. NAV per share as at 16 November 2021 (IPO date) which comprised the net proceeds from the IPO.
2. Expenses include operating expenses.
Dividend
The Company is targeting a NAV Total Return of 8-10% p.a.
following full investment of the IPO proceeds and an initial
dividend of at least 2 pence per share in the first financial year
ending 31 December 2022, rising to 4 pence per share for the year
ending 31 December 2023 and a progressive dividend thereafter.
As part of this interim results announcement, the Board is
declaring the Company's first interim dividend of 1 penny per share
in respect of the period from IPO to 30 June 2022, which will be
payable on 28 October 2022.
Over the medium term, the Company expects the portfolio to
generate both yield and capital growth to support the progressive
dividend policy and expects to maintain a healthy dividend cover
from income distributions and surplus capital profits through
realisations.
Foreign exchange impact
PINT aims to deliver steady NAV growth and as outlined in the
IPO Prospectus, the Company may enter into foreign exchange hedging
transactions for the purposes of efficient portfolio
management.
In order to limit the potential impact on the Net Asset Value
from material movements in major foreign exchanges rates, the
Company has implemented a structured foreign exchange hedging
programme. This aims to reduce (rather than eliminate) the impact
of movements in major foreign exchange rates on the GBP Net Asset
Value.
The depreciation of GBP resulted in a positive portfolio and non
-- portfolio foreign exchange movement in the period to 30 June
2022 of GBP5.7 million, which was partially offset by a loss in the
hedging programme of (GBP5.0) million.
Portfolio summary
Portfolio
NAV
Investment 30 June
Asset Status date Sector Region Sponsor Committed 2022 (GBPm)(4)
(GBPm)(1)
-------------- ------------- ----------- --------------- -------------- ------------- ---------- --------------
Portfolio assets 30 June
2022
------------------------------------------ --------------- -------------- ------------- ---------- --------------
Vertical Digital - Digital
Bridge Invested May 2022 Towers North America Bridge 24 24
Digital -
Delta Fiber Invested May 2022 Fibre Europe Stonepeak 23 21
Power &
Utilities
Cartier Energy April - District
Holdings Invested 2022 Heating North America Vauban 33 34
March Digital -
CyrusOne(2) Invested 2022 Data Centre North America KKR 25 22
-------------- ------------- ----------- --------------- -------------- ------------- ---------- --------------
105 101
------------------------------------------------------------------------------------- ---------- --------------
Portfolio assets post 30 Committed
June 2022
------------------------------------------ --------------- -------------- ------------- ---------- --------------
Power &
Utilities
- Electricity
Calpine Invested July 2022 Generation North America ECP 47
Renewable
& Energy
Fudura Invested July 2022 Efficiency Europe DIF 40
Transportation
Primafrio Invested July 2022 & Logistics Europe Apollo 36
Vantage Data August Digital - Digital
Centers Invested 2022 Data Centre North America Bridge 29
National Grid Committed(3) Expected Power & UK Macquarie c.41
Gas Q4 2022 Utilities
Transmission - Gas
(NGGT) Transmission
-------------- ------------- ----------- --------------- -------------- ------------- ---------- --------------
193
------------------------------------------------------------------------------------- ---------- --------------
Deals in legal Committed
closing
-------------- ------------- ----------- --------------- -------------- ------------- ---------- --------------
Company #10 In legal Expected Digital - Europe Confidential c.46
closing Q4 2022 Fibre
-------------- ------------- ----------- --------------- -------------- ------------- ---------- --------------
Total invested, Committed
and in legal closing as at
21 September 2022 344
Net IPO proceeds 392
Committed (%) 88%
-------------------------------------------- ------------------------------------------ ---------- --------------
1. Invested commitments at 30 June 2022 have been re-translated
at the 30 June 2022 FX rate 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 Company #10 which is in legal
closing. The commitment to National Grid Gas Transmission reflects
the commitment amount stated in the RNS announcement with no FX
adjustment required given that the asset is denominated in GBP.
2. Reflects PINT's portfolio of the net asset value of the
KKR-affiliated investment vehicle that is invested in
CryrusOne.
3. The financial close of Natiowilnal Grid Gas Transmission is
dependent on external regulatory clearances.
4. Investments at fair value reported in the Balance Sheet are
GBP145 million, which include the consolidated prepayment and cash
balances held by PINT's wholly owned subsidiary PIH LP, amounting
to GBP39 million and GBP5 million, respectively.
Investment policy
The Company invests in a diversified portfolio of high-quality
operational infrastructure assets which provide essential physical
structures, systems and/or services to allow economies and
communities to function effectively. The Company will invest in
both yielding and growth infrastructure assets which the Investment
Manager believes will offer strong downside protection and
typically offer strong inflation protection.
The Company will invest internationally, with a primary focus on
developed OECD markets, with the majority of its investments in
Europe and North America.
The Company's Portfolio will be diversified across
infrastructure sectors, which will include (but not be limited to)
the sectors below, in each case where the Investment Manager
believes it can generate the most attractive risk-adjusted
returns.
Digital Infrastructure
(including wireless towers, data centres and fibre-optic
networks)
Renewables & Energy Efficiency
(including smart infrastructure, wind, solar and sustainable
waste)
Power & Utilities
(including transmission and distribution networks, regulated
utility companies and efficient conventional power assets)
Transport & Logistics
(including ports, rail, roads, airports and logistics
assets)
Social & Other infrastructure
(including education, healthcare, government and community
buildings)
The Company will focus on gaining exposure to infrastructure
assets via co-investments alongside leading third-party private
direct infrastructure asset investment managers who are acting as
general partner or manager of a fund in which Pantheon, or any
investment scheme, pooled investment vehicle or Portfolio Company
managed by Pantheon, has invested or may invest. In doing so, the
Company may invest on its own or alongside other institutional
clients of the Investment Manager. The Company may also invest in
other direct or single asset investment opportunities originated by
the Investment Manager or by other third-party asset sourcing
partners. The Company will not invest in private funds targeting a
diversified portfolio of infrastructure investments.
PINT investments
Power & Utilities
Calpine
Company name Calpine Corporation
-------------------- ------------------------------------------
Sector Power & Utilities - Electricity Generation
-------------------- ------------------------------------------
Geography North America
-------------------- ------------------------------------------
Sponsor ECP
-------------------- ------------------------------------------
Website www.calpine.com
-------------------- ------------------------------------------
Date of announcement 27.06.2022
-------------------- ------------------------------------------
PINT commitment GBP47 million
-------------------- ------------------------------------------
Transaction/company overview
-- ECP raised a $1.6 billion continuation vehicle to acquire indirect interest in Calpine
-- Calpine provides exposure to one of the largest electricity
generators in the US, with 26GW of capacity (including 770MW of
operational renewables) benefiting from strategic market positions,
growing importance of reliable baseload generation, contracted
EBITDA profile, and a high-quality Sponsor and management team.
Investment thesis and value creation strategy(1)
-- Vital supplier to the US electricity grid , providing
reliable power generation capacity and playing an important role in
the energy transition as the US targets Net Zero by 2050. Calpine
benefits from highly predictable diversified cash flows underpinned
by contracts and is supported by a robust hedging programme.
-- Strong renewables development pipeline of solar and battery
projects , financeable through the cash flows generated by existing
assets, which are projected to nearly triple its renewables power
generation capacity over the next five to six years.
ESG
-- Employs an efficient fleet of combined-cycle gas turbine
technologies and provides baseload power generation and
capacity.
-- Operator of Geysers, the largest geothermal power generation
facility in the US, which produces 7% of California's 2020
renewables portfolio standard requirements.
-- Current renewable footprint also includes solar, and battery storage.
-- Calpine's free cash flow from its natural gas power
generation operations will fund continued development of renewables
projects and other technologies such as carbon capture and
hydrogen.
-- Vocal supporter of state and federal policies to achieve
reductions in emissions that contribute to climate change and
health problems.
1. PINT commitment using FX as of date of announcement
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.calpineactsonclimate.com, 2020 Sustainability Report.
3. Past performance is not indicative of future results. Future
performance is not guaranteed, and loss of principal may occur.
Power & Utilities
National Grid Gas Transmission (NGGT)
Company name National Grid Gas Transmission
-------------------- -------------------------------------------
Sector Power & Utilities- Gas Utility and Metering
-------------------- -------------------------------------------
Geography Europe
-------------------- -------------------------------------------
Sponsor Macquarie Asset Management
-------------------- -------------------------------------------
Website www.nationalgrid.com/gas-transmission
-------------------- -------------------------------------------
Date of announcement 28.03.2022
-------------------- -------------------------------------------
PINT commitment c.GBP41 million
-------------------- -------------------------------------------
Transaction/company overview
-- National Grid Gas is the owner and operator of the UK's sole
gas transmission network, regulated by Ofgem, and an independent,
highly contracted metering business.
-- Its 7,630km network transports and connects gas to
approximately 85% of the UK's households, as well as to industries
and power sectors to meet the country's electricity needs, playing
a critical role in ensuring the UK's energy security.
-- The company intends to support the UK Government's commitment
towards Net Zero by 2050, facilitating the shift towards low carbon
heating.
Investment thesis and value creation strategy(1)
-- Highly stable inflation-linked cash flows, and high-yielding
returns are positively correlated with higher inflation, supported
by tailwinds of the current macroeconomic environment.
-- Strong downside protection; regulatory framework allows for
the recovery of costs and guarantees a minimum return on capital.
The company also holds a monopolistic position through sole
ownership of the UK's backbone gas transmission network.
-- Significant growth opportunity. The transmission system will
play a leading role in making the network ready for the hydrogen
transition. It will support the expansion of hydrogen's role in the
energy mix while working closely with the Government and Ofgem to
maintain security of supply.
ESG
-- National Grid Gas is preparing the path for fossil-free
vision by integrating renewable natural gas (RNG) and hydrogen into
supply, anticipating the future development of supportive
regulatory and policy frameworks.
-- Aims to achieve a 100% fossil-free gas network by 2050 at the
latest, with a proportion of the network transporting 100% green
hydrogen and a proportion transporting a blend of green hydrogen
and RNG.
-- Transition to clean energy: extensive engagement with other
businesses, governments; participate in climate-change
organisations; a Principal Partner of COP 26.
-- TCFD report: detailed review of exposure to climate change
risk and assessment is set out in response to TCFD framework.
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.nationalgrid.com, Responsible Business Report 2022.
2. The financial close of National Grid Gas Transmission is
dependent on external regulatory clearances. Past performance is
not indicative of future results. Future results are not
guaranteed, and loss of principal may occur.
Renewables & Energy Efficiency
Fudura
Company name Fudura
-------------------- ------------------------------
Sector Renewables & Energy Efficiency
-------------------- ------------------------------
Geography Europe
-------------------- ------------------------------
Sponsor DIF Capital Partners
-------------------- ------------------------------
Website www.fudura.nl/en
-------------------- ------------------------------
Date of announcement 25.07.2022
-------------------- ------------------------------
PINT commitment GBP40 million
-------------------- ------------------------------
Transaction/company overview
-- Fudura is a Dutch market-leading business-to-business owner
and provider of medium-voltage electricity infrastructure, with a
focus on transformers, metering devices and related data
services.
-- Fudura is active in offering services to companies seeking
solutions for energy efficiency, security of energy supply and
CO(2) neutrality. Fudura currently has approximately 22,000
business customers, being a combination of larger companies, public
institutions such as hospitals, and small-medium sized
enterprises.
Investment thesis and value creation strategy(1)
-- Highly stable inflation-linked cash flows from large and
diversified locked-in customer base with long -- term contracts,
low churn and inflation protection.
-- Strong downside protection with a quasi-monopoly positioning
in its core regional markets characterised by high barriers to
entry.
-- Energy efficiency and decarbonisation tailwinds driving
growth opportunities to broaden service offering to customers,
including electric vehicle charging, solar, heat pumps and battery
storage.
ESG
-- Fudura provides customers with the design, installation and management of sustainable energy infrastructure solutions to provide and assist customers in managing their energy performance.
-- Growth strategy targets to become a one-stop-shop for
customers seeking to implement renewable and decentralised energy
solutions, further aiding the Netherlands' long-term
decarbonisation targets.
-- Fudura targets carbon emission savings through KPIs that its
management seek to implement on an annual basis.
1. PINT commitment using FX as of date of announcement as
investment was unfunded as of 30 June 2022.
There is no guarantee that the investment thesis will be
achieved. Pantheon opinion. 2 Source: Fudura. Past performance is
not indicative of future results. Future performance is not
guaranteed, and loss of principal may occur
Power & Utilities
Cartier Energy
Company name Cartier Energy
-------------------- ------------------------------------
Sector Power & Utilities - District Heating
-------------------- ------------------------------------
Geography North America
-------------------- ------------------------------------
Sponsor Vauban Infrastructure Partners
-------------------- ------------------------------------
Website To be created
-------------------- ------------------------------------
Date of announcement 23.05.2022
-------------------- ------------------------------------
PINT commitment GBP33 million
-------------------- ------------------------------------
Transaction/company overview
-- Platform of eight district energy systems located across the
North -- east, Mid-Atlantic and Midwest of the US.
-- Provides diversified energy services such as steam,
electricity, chilled water and hot water to around 190 buildings
across the higher education, healthcare, commercial, manufacturing,
hospitality, government and retail sectors.
-- District energy systems are sustainable, resilient and energy
efficient, and can be more environmentally friendly compared to
conventional on-site energy systems due to the aggregation of
diverse load profiles and economies of scale.
Investment thesis and value creation strategy(1)
-- Gross margin structure underpinned by availability-based
fixed capacity payments and consumption charges , and pass-through
pricing mechanism limits commodity price exposure providing robust
downside protection.
-- 'Sticky' customer base with an average relationship tenure of
15 -- 20 years and 10-12-year average remaining contractual
life.
-- Provides customers with a path to decarbonisation and increased thermal efficiency.
ESG
-- District energy is inherently more sustainable compared to
alternatives (UN Sustainable Development Goal ("SDG") #9), allowing
more efficient use of resources.
-- Cartier delivers reliable, cost-effective and sustainable
energy (SDG #7) to US customers to support path to a low carbon
economy (SDG #13).
-- Cartier assets serve key sectors of the community:
healthcare, higher education and government entities (SDG #11).
-- Active asset management supported by ESG targets leveraging
the Sponsor's track record in European district energy
technologies.
1. PINT commitment using FX as of 30 June 2022 as investment was funded as of this date.
2. There is no guarantee that the investment thesis will be
achieved. Pantheon opinion. 2 Source: Cartier Energy.Past
performance is not indicative of future results. Future performance
is not guaranteed, and loss of principal may occur.
Transport & Logistics
Primafrio
Company name Primafrio
-------------------- ---------------------
Sector Transport & Logistics
-------------------- ---------------------
Geography Europe
-------------------- ---------------------
Sponsor Apollo Infrastructure
-------------------- ---------------------
Website www.primafrio.com
-------------------- ---------------------
Date of announcement 21.03.2022
-------------------- ---------------------
PINT commitment GBP36 million
-------------------- ---------------------
Transaction/company overview
-- Pomodoro Holdings Ltd (Primafrio) was founded in 2007 and is
a specialised, temperature-controlled transportation and logistics
company in Europe primarily focused on the export of fresh fruit
and vegetables from Iberia to broader Europe and the import of
various high-value and temperature-sensitive goods including
pharmaceutical products.
-- Primafrio is an Iberian market leader, benefiting from
substantial scale, operational excellence and long-standing client
relationships.
Investment thesis and value creation strategy(1)
-- Niche market leader providing an essential service to
resilient end markets. It has demonstrated strong organic growth
over a 15+ year operating history, including during major economic
dislocations (2008-2009 GFC and 2020-2021 Covid-19 and Brexit). The
defensive qualities of Primafrio's market and its operations
provide strong downside protection.
-- Value creation opportunities include inorganic growth,
strategic M&A, and continued investment in Primafrio's cold
storage logistics infrastructure footprint.
ESG
-- Ranked in second percentile (low risk) of all transportation companies globally assessed by Sustainalytics (a Morningstar company).
-- Dedicated R&D and ESG team highly focused on
sustainability initiatives with a Net Zero strategy by 2030.
-- Roll-out of 'Smart Truck' to improve fuel efficiency and
reduce emissions with investment into the latest technology for its
transport fleet.
1. PINT commitment using FX as of date of announcement as
investment was unfunded as of 30 June 2022.
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.primafrio.com.Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur.
Digital Infrastructure
Vantage North America
Company name Vantage North America
-------------------- ---------------------
Sector Digital - Data Centre
-------------------- ---------------------
Geography North America
-------------------- ---------------------
Sponsor DigitalBridge
-------------------- ---------------------
Website vantage-dc.com
-------------------- ---------------------
Date of announcement 01.07.2022
-------------------- ---------------------
PINT commitment GBP29 million
-------------------- ---------------------
Transaction/company overview
-- Vantage Data Centers is a leading provider of wholesale data
centre infrastructure to large enterprises and hyperscale cloud
providers.
-- Vantage's North American business has data centre campuses in
Santa Clara, Quincy, Ashburn, Phoenix, Montreal and Quebec
City.
-- The investment will support Vantage's North American
business' capital needs as the business continues to grow, with a
strong near-term sales pipeline to both existing and new
customers.
Investment thesis and value creation strategy(1)
-- Secular data usage growth through increasing cloud adoption
and increasing data-heavy technologies continues to drive data
centre demand.
-- Strong growth pipeline from favourable existing relationships with hyperscale customers.
-- Downside protection from strong position in
supply-constrained core geographies, long-term contract durations
with investment-grade counterparties, and low churn due to high
switching costs and barriers to entry.
ESG
-- Vantage has stated that it is committed to reach Net Zero
carbon emissions by 2030; Vantage's goal targets reductions for
emissions that it controls, including Scope 1 and 2 emissions, as
well as reductions that it guides or influences in its supply
chain.
-- Vantage is creating interim reduction targets that are in
alignment with the Science Based Targets initiative (SBTi)
methodology, which defines and promotes emissions reduction in line
with climate science.
1. PINT commitment using FX as of date of announcement
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.vantage-dc.com.Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur.
Digital Infrastructure
Vertical Bridge
Company name Vertical Bridge
-------------------- ------------------
Sector Digital - Towers
-------------------- ------------------
Geography North America
-------------------- ------------------
Sponsor DigitalBridge
-------------------- ------------------
Website verticalbridge.com
-------------------- ------------------
Date of announcement 04.04.2022
-------------------- ------------------
PINT commitment GBP24 million
-------------------- ------------------
Transaction/company overview
-- Vertical Bridge is the largest private owner and operator of
towers and other wireless infrastructure in the United States, with
7,000 owned towers across the country.
-- The company benefits from an average remaining lease term of
over 22 years (including extensions) primarily with the 'big four'
mobile network operators.
Investment thesis and value creation strategy(1)
-- Track record of organic and inorganic growth: Since its
founding in 2014, Vertical Bridge has been one of the most active
acquirers and 'build-to-suit' (BTS) developers amongst tower
companies, and expects to further accelerate these activities.
-- 5G build out supporting continued growth: US carrier annual
capex is forecast to increase over 30% by 2025, prioritising macro
towers in the 5G roll out.
-- Top-tier management team and Sponsor: Key members of Vertical
Bridge and DigitalBridge leadership (including both CEOs) have
worked together since the founding of Global Tower Partners in 2003
and exceeded the original Vertical Bridge business plan.
ESG
-- In June 2020, Vertical Bridge became the world's first tower
company to be certified as carbon neutral.
-- Vertical Bridge supports several projects in North America in
line with its carbon-lowering strategy, including landfill gas,
waste -- to -- energy, and forest and grassland conservation/re --
forestation.
-- Protecting wildlife is also a priority, including through
wildlife safety measures and tower lighting with avian-friendly
systems to provide a safer environment for migratory and nesting
birds.
1. PINT commitment using FX as of 30 June 2022 as investment was funded as of this date.
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.verticalbridge.com. Past performance is not indicative of future results. Future performance is not guaranteed, and loss of principal may occur. Please refer to the section titled 'Disclosure 1 - case studies' towards the back of this report.
Digital Infrastructure
Delta Fiber
Company name Delta Fiber
-------------------- --------------------------
Sector Digital - Fibre
-------------------- --------------------------
Geography Europe
-------------------- --------------------------
Sponsor Stonepeak
-------------------- --------------------------
Website www.deltafibernederland.nl
-------------------- --------------------------
Date of announcement 26.04.2022
-------------------- --------------------------
PINT commitment GBP23 million
-------------------- --------------------------
Transaction/company overview
-- Delta Fiber is an owner and operator of fixed telecom
infrastructure in the Netherlands, providing broadband, TV,
telephone and mobile services to B2C, B2B customers and wholesale
customers over a predominantly fibre network.
-- The company was formed through the acquisitions of DELTA and
Caiway and is the third-largest fixed network infrastructure
provider in the Netherlands with 1.0m homes passed (HP).
-- The company aims to deliver substantial further growth
through roll-out of its fibre to the home (FTTH) programme (1m HP),
with a national target coverage of 25% by 2025.
Investment thesis and value creation strategy(1)
-- Opportunity to invest in high-quality fibre network with high
barriers to entry as a regional leader in its core footprint of
suburban and rural areas with historically high penetration and low
churn rates.
-- Company is well positioned to capitalise on extensive roll --
out programme via first mover advantage in its core markets,
exhibited through its track record of fast build rates and ramp up
of construction capacity.
ESG
-- Delta Fiber limits the impact on the environment with 100%
green energy, offsetting its own CO(2) emissions.
-- Contributes to seven of the UN SDGs through four focus areas
to ensure sustainability -- improvement initiatives are targeted:
enabling a better digital life, contributing to society, taking
care of stakeholders, respecting our planet.
-- Targets becoming Net Zero by 2045.
-- In 2021, achieved a Net Zero emission level for business operations (scope 1 and 2).
-- Delta Fiber Fund helps foundations and organisations in
start-up phase or that are launching a new product with social
value.
-- Support school projects for IT students.
-- In Q4 2020, earned the highest score in the Consumer
Association's test with a provider rating of 8.3. In 2021,
providercheck.nl awarded Delta Fiber the title of "best customer
service".
1. PINT commitment using FX as of 30 June, 2022
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.deltafiber.com, CSR Report 2021. Past performance is not indicative of future results. Future performance is not guaranteed, and loss of principal may occur.
Digital Infrastructure
CyrusOne
Company name CyrusOne
-------------------- ---------------------
Sector Digital - Data Centre
-------------------- ---------------------
Geography North America
-------------------- ---------------------
Sponsor KKR
-------------------- ---------------------
Website cyrusone.com
-------------------- ---------------------
Date of announcement 28.03.2022
-------------------- ---------------------
PINT NAV GBP25 million
-------------------- ---------------------
Transaction/company overview
-- In Q4 2021, KKR and Global Infrastructure Partners acquired
100% of the outstanding common equity of CyrusOne, which comprises
a portfolio of more than 50 high-performance data centres
representing more than 4 million square feet of capacity across
North America and Europe.
-- The company specialises in the design, construction and
operation of mission-critical facilities that ensure the continued
operation of IT infrastructure for approximately 1,000 customers,
including approximately 200 Fortune 1000 companies.
Investment thesis and value creation strategy(1)
-- Growth in data usage continues to drive data centre demand .
In particular, the hyperscale segment represents a strong growth
opportunity due to increasing cloud adoption and increasingly
data-heavy technologies (5G, AI, gaming, video streaming).
-- Benefits from defensive characteristics such as long-term
contracts with a largely investment grade credit quality customer
base, price escalators, and limited historical churn.
ESG
-- The Sustainability Working Group (SWG) was established in
2019 to integrate sustainability and ESG strategy and planning into
each function at CyrusOne.
-- Environmental targets directly aligned with the UN's
Sustainable Development Goals; environmental topics identified
using guidance from Sustainability Accounting Standards Board
(SASB).
-- Energy efficiency strategy:
-- Minimise data hall heat using uninterruptible power supplies,
ultrasonic humification and LED lighting.
-- Deliver efficient cooling using a number of technologies
including building management systems, economisers and
high-efficiency coolers.
-- Supplier partnerships to identify new, high-efficiency green technologies.
1. PINT NAV using FX as of 30 June 2022 as investment was funded as of this date.
2. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. 2 Source: www.cyrusone.com, Sustainability Report 2022. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur.
Our market
Mega trends and maturing of infrastructure industry are creating
new opportunities and select challenges
Mega trends:
-- Urbanisation
-- Digitalisation
-- Smart cities
-- Telecommunications
-- Work from home
-- De-carbonisation
-- Population growth
Private infrastructure trends
Positive trends
-- Infra AUM continues to grow to $1 trillion at Q4 2021(1)
-- Global infrastructure fundraising hit a new record in 2021
with $158 billion in commitments(1)
-- New deal activity has kept pace with fundraising
-- Opportunities to evaluate new managers across emerging sectors
-- Significant fund size increases and accelerated fundraising timelines
Neutral trends
-- Further segmentation and specialisation in the market
-- Strong take -- private activity and carve out activity, requires a selective approach
Negative trends
-- Impact of current growth slowdown on GDP-linked assets and
the lingering threat of a Covid pandemic resurgence
-- Infrastructure valuations have been increasing especially for core, trophy assets
-- Increased competition from new entrants and direct players
Pantheon opinion. There is no guarantee that these trends will
persist.
3. Source: Preqin. AUM data as of 31 December 2021 and
fundraising data as of January 2022. Infrastructure fundraising is
based on the year capital was closed, including funds which have
not held a final closing.
Key themes
Digital Infrastructure
-- Very strong growth in mobile data usage.
-- Demand boom for cloud services.
-- Fibre and 5G roll out accelerating globally.
Power & Utilities
-- Clean energy transition is accelerating with steady retirement of coal plants.
-- More efficient combined cycle power plants will continue to
be critical provider of baseload generation.
Transport & Logistics
-- Freight transportation has proven more resilient than passenger traffic.
-- Passenger air, rail and road volumes expected to have prolonged recovery.
Renewables & Energy Efficiency
-- Rapid technological advances have driven wind and solar to
cost parity with conventional sources.
-- Global renewables capacity has surged in the last five years
and is projected to continue to be led by solar PV.
$13 trillion infrastructure spending gap projected to
2040(1)
1. Source: Oxford Economics. Global Infrastructure Outlook, 2019
Infrastructure market indicators
Strong upward trends in deal activity, fundraising and investor
sentiment provide a positive backdrop for future growth.
2015 2016 2017 2018 2019 2020 2021
------------------------------------------------------------- ---- ---- ---- ---- ---- ---- ----
Deal activity - North America, Europe, Asia and RoW ($bn)(1) 351 371 429 576 553 574 755
------------------------------------------------------------- ---- ---- ---- ---- ---- ---- ----
2015 2016 2017 2018 2019 2020 2021
------------------------------------ ---- ---- ---- ---- ---- ---- ----
Infrastructure fundraising(2) ($bn) 86 83 98 116 136 144 158
------------------------------------ ---- ---- ---- ---- ---- ---- ----
LP sentiment for future infrastructure allocations(3) :
Increase/maintain 89%
Decrease 11%
Pantheon opinion. There is no guarantee that these trends will
persist.
1. Source: Inframation based on greenfield and brownfield transactions from 2015 to 2021.
2. Source: Preqin as of January 2022. Infrastructure fundraising
is based on the year capital was closed, including funds which have
not held a final closing.
3. Source: Preqin Global Infrastructure Report 2022.
Opportunities and challenges
-- Valuation pressures
As a result of increasing capital deployment within the
infrastructure sector, we are seeing pockets of rising
valuations.
-- Identify value
Search for relative value continues to be a key focus and
competitive advantage for the team, and the scope of our deal
funnel provides the Investment Manager with a range of
opportunities.
-- Rising commodity prices
Energy markets have dramatically changed over the past year,
which has knock-on effects for certain types of infrastructure
assets.
-- Inflation impacts
Certain sub-sectors benefit from rising inflation and we are
carefully considering the impact of inflation in our investment
decisions.
Utilities
-- The role of hydrogen is expected to be significant in energy
transition, which impacts utilities such as gas transmission and
distribution companies.
-- Revenues tend to be inflation-linked, which is highly
beneficial in the current market environment.
-- Regulation in the utilities sector is expected to remain tight.
-- High demand and lack of supply in the market broadly are
driving asset prices up to record levels.
Energy transition
-- Governments and supranational organisations globally are
prioritising climate change issues and clean energy, leading to
tangible and publicly stated targets for many organisations.
-- Infrastructure supporting the development of energy
transition is still under-developed in areas such as the electric
grid/EVs; further investment in this sector is in high demand.
-- However, the process to build/transition relevant assets is comparatively slow.
Digital
-- Significant increase in demand due to global trends requiring
major increase in data/connectivity (WFH, gaming, AI, streaming,
videos etc.).
-- Labour and supply chain shortages/issues are impacting
certain build-out and development projects.
Transportation
-- Increased demand for 'cleaner' modes of transport in line with aforementioned global trends.
-- There has been a post-Covid-19 recovery in volume of travel
to an extent; however, staycations and office workers working from
home have persisted to a degree.
-- Freight has shown resilience due to an upswing in global
demand, however the risk of recession remains high.
-- Labour shortages and strikes are affecting air and rail.
-- Energy price volatility impacts pricing and revenues.
Social & healthcare
-- Increased demand for childcare facilities with the return to
the office post-Covid-19 and population growth.
-- Growth in life sciences/medical services and research are
driving demand for infrastructure in this sector.
Board of Directors
Vagn Sørensen
Chair
Mr Vagn Sørensen is an experienced non-executive chair and
director of listed and private companies.
After attending Aarhus Business School and graduating with a MSc
degree in Economics and Business Administration, Mr Sørensen began
his career at Scandinavian Airlines Systems in Sweden, rising
through numerous positions in a 17-year career before becoming
Deputy CEO with special responsibility for Denmark. Between 2001
and 2006, Mr Sørensen was President and Chief Executive Officer for
Austrian Airlines Group in Austria, a business with approximately
EUR2.5 billion of turnover, 8,000 employees and listed on the
Vienna Stock Exchange. Mr Sørensen also served as Chairperson of
the Association of European Airlines in 2004. Since 1999, Mr
Sørensen has been a Tier 1 senior industrial adviser to EQT, a
private equity sponsor, and has been a non -- executive director or
Chairman to a number of their Portfolio Companies. Since 2008, Mr
Sørensen has been a senior adviser to Morgan Stanley Investment
Bank.
Mr Sørensen is currently Chairman of Air Canada (since 2017) and
a non-executive director of CNH Industrial and Royal Caribbean
Cruises. Notable previous non-executive appointments have included
Chairman of SSP Group (2006 to February 2020), Chairman of Scandic
Hotels AB (2007-2018), Chairman of TDC A/S (2006-2017) and Chairman
of FLSmidth & Co (2009 -- 2022).
Andrea Finegan
Board member
Ms Andrea Finegan is an experienced infrastructure asset
management professional with over 30 years of sector
experience.
After graduating from Loughborough University, Ms Finegan held
investment banking roles at Deutsche Bank and Barclays Capital,
before joining Hyder Investments as Head of the Deal Closing Team.
Between 1999 and 2007, Ms Finegan worked at Innisfree Limited, the
investment manager of an GBP8 billion infrastructure asset
portfolio, latterly as Board Director and Head of Asset Management.
Ms Finegan was subsequently Chief Operating Officer, ING
Infrastructure Funds and Fund Consultant to Climate Change
Capital.
In 2012, Ms Finegan joined Greencoat Capital LLP for the set up
and launch of Greencoat UK Wind Plc, the renewable infrastructure
investment trust, in 2013, then became Chief Operating Officer
until 2018, a position that included structuring and launching
another renewable energy infrastructure fund listed on the London
Stock Exchange and Euronext Dublin (Greencoat Renewables Plc) and a
number of private markets solar energy funds.
Ms Finegan is currently Chair of the Valuation Committee of
Greencoat Capital LLP, a role she has held since 2015, and
independent consultant to the board of Sequoia Economic
Infrastructure Income Fund Limited, working closely with the ESG
& Stakeholder Committee and the Risk Committee.
Patrick O'D Bourke
Board member
Mr Patrick O'D Bourke is an experienced board member with more
than 25 years of experience in energy and infrastructure.
After graduating from Cambridge University, Mr Bourke started
his career at Peat Marwick, Chartered Accountants (now KPMG) and
qualified as a Chartered Accountant. After that he held a variety
of investment banking positions at Hill Samuel and Barclays de
Zoete Wedd. In 1995, he joined Powergen Plc, where he was
responsible for mergers and acquisitions before becoming Group
Treasurer. In 2000, Mr Bourke joined Viridian Group Plc as Group
Finance Director and later became Chief Executive, appointed by the
private equity shareholder following the take-over in 2006. In
2011, he joined John Laing Group, a specialist international
investor in, and manager of, greenfield infrastructure assets, as
CFO before retiring in 2019. While at John Laing, he was part of
the team which launched the John Laing Environmental Assets Fund on
the London Stock Exchange in 2014.
Mr Bourke currently serves as Chair of Ecofin US Renewables
Infrastructure Trust Plc and as Chair of the Audit Committee of
Harworth Group Plc (a leading UK regenerator of land and property
for development and investment). Mr Bourke was previously Chair of
the Audit and Risk Committee at Calisen Plc (an owner and operator
of smart meters in the UK) and Chair of the Audit Committee at
Affinity Water.
Anne Baldock
Board member
Ms Anne Baldock is an experienced board member and lawyer with
over 30 years' experience in the infrastructure sector.
Ms Baldock graduated in law from the London School of Economics
and was a qualified Solicitor in England and Wales from 1984 to
2012. Ms Baldock was a Partner at Allen & Overy LLP between
1990 and 2012, during which time she was Managing Partner, Projects
Group London (1995-2007), non-executive member of the firm's
Global/Main Strategic Board (2000-2006) and Global Head of
Projects, Energy and Infrastructure (2007-2012). Notable
transactions included the Second Severn Crossing, Eurostar, the
securitisation of a major UK water utility and several major PPP
projects in the UK and abroad.
Ms Baldock's current roles include Senior Independent Director
for the Restoration and Renewal Delivery Authority Limited (the
delivery body created by parliament to deal with the restoration of
the Houses of Parliament), Senior Independent Director and Chair of
Audit and Risk Committee for East West Railways Limited (the
Government-owned company constructing the new Oxford to Cambridge
railway) and non-executive director of Electricity North West
Limited. Amongst previous roles, Ms Baldock was non-executive
director of Thames Tideway Tunnel, non-executive director of
Hydrogen Group (AIM-listed) and Trustee of Cancer Research UK.
Principal risks and uncertainties
The Company is exposed to a variety of risks and uncertainties.
The Board, through its audit and risk committee, has undertaken a
robust assessment and review of the principal risks facing PINT,
including those that would threaten its business model, future
performance, solvency or liquidity. Please see below a summary of
these risks and their mitigation.
Infrastructure asset risks
Market conditions
-- Macroeconomic or market volatility, such as may arise from
the consequences of the invasion of Ukraine and from the recovery
from Covid-19, flows through to pricing, valuations and portfolio
performance.
-- Rising inflation and interest rates may lead to higher
financing costs for a Portfolio Company which could adversely
impact its profits.
-- Discount rate pressures in light of the rising interest rate environment.
Mitigation
-- The Company targets a diversified infrastructure programme
with exposures across sectors and geographies; historically,
infrastructure sub-sectors have exhibited low to moderate
correlation of returns relative to one another.
-- Portfolio Companies could put in place inflation-linked
revenues by seeking to include inflation adjustment mechanisms in
their contracts.
-- Certain Portfolio assets provide inflation protection via
contracted revenues linked to inflation.
-- Portfolio Companies could also put in place interest rate hedges.
Political and regulatory changes
-- Political actions and regulatory changes may adversely impact
the operating and revenue structure of the Portfolio Companies.
-- Complexity of government regulatory standards may result in
litigation/disputes over interpretation and enforceability.
Mitigation
-- The Company predominantly targets investments in North
America, Europe and Australasia which have broadly stable political
and regulatory regimes.
-- The Investment Manager conducts due diligence on the
regulatory risks of a prospective Portfolio Company to ensure
protections in the underlying contracts are in place.
Falls in demand
-- A fall in demand for the Portfolio Companies' services or
products. A Portfolio Company's revenue is exposed to market supply
and demand forces. Falls in demand that are below the levels used
in underlying valuation assumptions could lead to adverse financial
performance of the Portfolio Company.
Mitigation
-- The Investment Manager conducts sensitivity analysis and
demand stress testing in its due diligence for assets.
-- The investment strategy is to target assets that have the
majority of their cash flows protected through contractual
structures, which limits demand risk.
Investment strategy risks
Returns target
-- The Company may not meet its investment objective; this could
result in returns being materially lower than targeted and
dissatisfied investors.
Mitigation
-- The Investment Manager will adhere to the investment policy
and criteria when making investment decisions.
-- The Board reviews the investment performance of the Company
on a quarterly basis to ensure adherence to the investment
policy.
Investor sentiment
-- Investor sentiment could lead to the Company share price
falling below its net asset value which would inhibit new equity
capital raises. An inability to raise new equity capital could be
inhibitive to scaling the Portfolio and disrupt liquidity
levels.
Mitigation
-- Alternative forms of capital such as debt could be considered.
-- Opportunistic sale of targeted existing assets.
-- The Company has the ability to buy back shares.
-- The Investment Manager constantly targets new shareholders.
Lack of suitable investment opportunities
-- Availability of appropriate investments to acquire due to unfavourable deal terms.
-- Re-investment risk which could arise from delayed
re-deployment of any proceeds from the sale of assets.
Mitigation
-- The Board reviews investment guidelines and will make
appropriate recommendations to shareholders if it believes changes
are needed.
-- The Investment Manager seeks to continue actively sourcing
appropriate investments by engaging with its sourcing partners and
negotiate co -- investment rights when committing capital to the
sourcing partners' underlying funds.
-- The demand and need for infrastructure should ensure continuing deal flow.
The level and cost of debt
-- The level and cost of debt within the Company, special
purpose vehicles and/or Portfolio Companies could result in
increased volatility in the net asset value.
Mitigation
-- The Board and Investment Manager review Company debt levels
and covenants, on a quarterly basis, to ensure they stay within the
leverage cap that has been established to limit exposure to
debt-related risks.
-- Debt levels within Portfolio Companies are reviewed by the
Investment Manager as part of due diligence.
Portfolio concentration risk
-- Portfolio concentration risk in relation to exposure to
individual assets, tenant operators, geographies and asset types.
This could impact net asset valuations and ultimately affect the
Company's targeted rate of return.
Mitigation
-- The Board conducts quarterly reviews of the investment
portfolio against the Company's investment policy and criteria.
-- Investment restrictions outlined in the investment policy are
designed to reduce portfolio concentration risk.
Operational risks
Investment Manager
-- An over-reliance on the Investment Manager. A failure of the
Investment Manager to retain or recruit appropriately qualified
personnel may have a material adverse effect on the Company's
overall performance.
Mitigation
-- The Board performs an ongoing review of the Investment
Manager's performance in addition to an annual formal review.
-- Pantheon continues to invest in its talent and regularly considers succession planning.
-- Key person insurance.
Tax status and legislation
-- Failure to observe requirements to maintain investment trust tax status in the UK.
-- Failure to understand tax risks when investing or divesting
could lead to tax exposure or financial loss
Mitigation
-- The Board, through the Company Secretary, ensures that the
Company meets the criteria to maintain the current investment trust
status of the Company.
-- The Board has engaged a third party to provide taxation
advice and Pantheon's investment process incorporates the
assessment of tax.
Third-party providers
-- Poor performance by third-party service providers could
result in inability to perform key functions (e.g. reporting,
record keeping etc.) effectively. This could result in loss of
Company information, errors in published information or damage to
its reputation.
Mitigation
-- The Board reviews and signs off contractual arrangements with all key service providers.
-- The Board reviews the performance of key service providers annually.
Cyber security
-- Cyber security risk which could arise from reputational
damage from theft or loss of confidential data through cyber
hacking.
Mitigation
-- The audit and risk committee reviews service providers' cyber
security arrangements, controls and business continuity processes
to ensure any data loss is mitigated and reputational damage is
minimised.
Other risks
Geopolitical turbulence
-- Geopolitical turbulence (e.g. Ukraine/Russia conflict):
medium and long -- term impact of global economies, including
energy prices and interest rates, and individual companies to which
the Company has exposure.
Mitigation
-- This risk is considered on an asset-by-asset basis.
-- The Company also monitors the impact of geopolitical trends
on the overall Portfolio as well as individual sectors and
companies.
Climate change
-- Climate change causing physical and transition risks could
impact the financial performance of the Portfolio. Physical risks
arising from extreme weather events could impact the operations of
the Portfolio Company. In addition, transition risk in terms of
policy, legal, technological, market and reputation risks could
negatively impact the operations of the assets.
Mitigation
-- The Investment Manager seeks to conduct due diligence in
relation to climate change matters before investing.
-- The Company invests in assets with strong management teams
that have a long track record of actively managing physical risks
such as maintenance schedules.
-- The Company has in place an ESG policy, including taking account of sector exclusions.
Covid-19 / pandemics
-- Covid-19 market risk: medium and long -- term impact of
global economies and individual companies to which the Company has
exposure to following the recovery from Covid-19.
-- Negative impact of potential future pandemics.
Mitigation
-- The Investment Manager conducts due diligence in relation to
the companies' ability to recover from Covid-19 as before
investing.
-- The Board monitors the impact on the overall Portfolio as
well as individual sectors and companies.
Directors' responsibility statement
Each Director confirms that, to the best of his or her
knowledge:
-- the condensed set of financial statements has been prepared
in accordance with FRS 104: Interim Financial Reporting and gives a
true and fair view of the assets, liabilities, financial position
and return of the Company; and
-- the interim financial report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred for the
period from incorporation of the Company to 30 June 2022 (which
includes the first six months of the financial year) and their
impact on the set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place for the
period from incorporation of the Company to 30 June 2022 (which
includes the first six months of the financial year) and that have
materially affected the financial position or performance of the
Company during that period.
This interim financial report was approved by the Board on 21
September 2022 and was signed on its behalf by:
Vagn Sørensen
Chair
Independent review report to the Directors of Pantheon
Infrastructure Plc
Conclusion
We have been engaged by Pantheon Infrastructure Plc (the
'Company') to review the interim financial statements in the
interim financial report for the period ended 30 June 2022 which
comprises the Interim Income Statement, the Interim Balance Sheet,
the Interim Cash Flow Statement, the Interim Statement of Changes
in Equity and the related notes 1 to 22 (together the 'interim
financial statements'). We have read the other information
contained in the interim financial report and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the interim financial statements.
Based on our review, nothing has come to our attention that
causes us to believe that the interim financial statements in the
interim financial report for the period ended 30 June 2022 are not
prepared, in all material respects, in accordance with FRS 104
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Basis of conclusion
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Auditing Practices Board. A review of
interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in
accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
As disclosed in Note 1A - Basis of preparation, the interim
financial statements of the Company are prepared in accordance with
United Kingdom Generally Accepted Accounting Practice. The interim
financial statements included in this interim financial report have
been prepared in accordance with the Financial Reporting Standard
FRS 104 'Interim Financial Reporting'.
Responsibilities of the Directors
The Directors are responsible for preparing the interim
financial report in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Auditor's responsibility for the review of the financial
information
In reviewing the interim financial report, we are responsible
for expressing to the Company a conclusion on the interim financial
statements in the interim financial report. Our conclusion is based
on procedures that are less extensive than audit procedures, as
described in the 'Basis of conclusion' paragraph of this
report.
Use of our report
This report is made solely to the Company in accordance with
guidance contained in International Standard on Review Engagements
2410 (UK and Ireland) "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the
Auditing Practices Board. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London, United Kingdom
21 September 2022
Income statement
For the period from 9 September 2021 to 30 June 2022
9 September 2021 to 30
June 2022
--------------------------
Revenue Capital Total
Note GBP'000 GBP'000 GBP'000
--------------------------------------------------------------------- ---- ------- ------- --------
Gain on investments at fair value through profit or loss(1) 9 - 5,711 5,711
Losses on financial instruments at fair value through profit or loss 11 - (4,994) (4,994)
Foreign exchange gains on cash and non-portfolio assets - 19 19
Interest income 2 405 - 405
Investment management fees 3 (790) - (790)
Other expenses 4 (786) (122) (908)
--------------------------------------------------------------------- ---- ------- ------- --------
(Loss)/profit before financing and taxation (1,171) 614 (557)
Interest payable and similar expenses 6 (1) - (1)
--------------------------------------------------------------------- ---- ------- ------- --------
(Loss)/profit before taxation (1,172) 614 (558)
Taxation recovered/(paid) 7 - - -
--------------------------------------------------------------------- ---- ------- ------- --------
(Loss)/profit for the period, being total comprehensive
income for the period (1,172) 614 (558)
Earnings per share - Basic 8 (0.29)p 0.15p (0.14)p
Earnings per share - Diluted 8 (0.24)p 0.13p (0.11)p
--------------------------------------------------------------------- ---- ------- ------- --------
1. Includes foreign exchange movements on investments.
The Company does not have any income or expense that is not
included in the return for the period, therefore the return for the
period is also the total comprehensive income for the period. The
supplementary revenue and capital columns are prepared under
guidance published in the Statement of Recommended Practice (SORP)
issued by the Association of Investment Companies (AIC). The total
column of the statement represents the Company's Statement of Total
Comprehensive Income prepared in accordance with FRS 104.
All revenue and capital items in the above statement relate to
continuing operations.
The Notes form part of these financial statements.
Statement of changes in equity
For the period from 9 September 2021 to 30 June 2022
Capital
Share Share redemption Other capital Revenue
capital premium reserve(1) reserve(1) reserve(1) Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------- ------- --------- ---------- ------------- ---------- --------
Balance at 9 September 2021 - - - - - -
Share issue costs - (7,916) - - - (7,916)
Profit/(loss) for the period - - - 614 (1,172) (558)
Ordinary Shares issued 4,800 395,200 - - - 400,000
Cancellation of share premium - (387,284) 387,284 - - -
----------------------------------- ------- --------- ---------- ------------- ---------- --------
Closing equity shareholders' funds 4,800 - 387,284 614 (1,172) 391,526
----------------------------------- ------- --------- ---------- ------------- ---------- --------
1. Capital redemption reserve, other capital reserve and revenue
reserve are all the Company's distributable reserves. The capital
redemption reserve has arisen from the cancellation of the
Company's share premium account and is a distributable reserve.
The Notes form part of these financial statements.
Balance sheet
As at 30 June 2022
30 June
2022
Note GBP'000
----------------------------------------------- ---- --------
Fixed assets
Investments at fair value 9 145,360
Current assets
Debtors 10 597
Cash and cash equivalents 251,674
----------------------------------------------- ---- --------
252,271
Creditors: Amounts falling due within one year
Other financial instruments held at fair value 11 (4,994)
Other creditors 12 (1,111)
----------------------------------------------- ---- --------
(6,105)
Net current assets 246,166
----------------------------------------------- ---- --------
Total assets less current liabilities 391,526
----------------------------------------------- ---- --------
Net assets 391,526
Capital and reserves
Called-up share capital 13 4,800
Share premium 14 -
Capital redemption reserve 14 387,284
Capital reserve 14 614
Revenue reserve 14 (1,172)
----------------------------------------------- ---- --------
Total equity shareholders' funds 391,526
NAV per Ordinary Share 15 97.88p
----------------------------------------------- ---- --------
The financial statements were approved by the Board of Pantheon
Infrastructure Plc on 21 September 2022 and were authorised for
issue by:
Vagn Sørensen
Chair
Company Number: 13611678
The Notes form part of these financial statements.
Cash flow statement
For the period from 9 September 2021 to 30 June 2022
9 September
2021 to
30 June
2022
GBP'000
--------------------------------------------------------- -----------
Cash flow from operating activities
Interest income received 405
Investment management fees paid (240)
Operating fees paid (605)
Other cash payments (346)
--------------------------------------------------------- -----------
Net cash outflow from operating activities (786)
Cash flow from investing activities
Purchase of investments (139,649)
--------------------------------------------------------- -----------
Net cash outflow from investing activities (139,649)
Cash flow from financing activities
Share issue proceeds 400,000
Share issue costs (7,916)
--------------------------------------------------------- -----------
Net cash inflow from financing activities 392,084
Increase in cash in the period 251,649
Cash and cash equivalents at the beginning of the period -
Foreign exchange gains 25
Cash and cash equivalents at the end of the period 251,674
--------------------------------------------------------- -----------
The Notes form part of these financial statements.
Notes to the financial statements
1. Accounting policies
Pantheon Infrastructure Plc (the 'Company') is a listed
closed-ended investment company incorporated in England and Wales
on 9 September 2021, with registered number 13611678. The Company
began trading on 15 November 2021 when the Company's shares were
admitted to trading on the London Stock Exchange. The registered
office of the Company is Beaufort House, 51 New North Road, Exeter
EX4 4EP.
A. Basis of preparation
The Company's condensed financial statements have been prepared
in compliance with FRS 104 as it applies to the financial
statements of the Company for the period from 9 September 2021 to
30 June 2022. They have also been prepared on the assumption that
approval as an investment trust will continue to be granted. The
Company's financial statements are presented in GBP and all values
are rounded to the nearest thousand pounds (GBP'000) except when
indicated otherwise.
The financial statements have been prepared in accordance with
the SORP for the financial statements of investment trust companies
and venture capital trusts issued by the AIC in April 2021.
These are the Company's first financial statements since
incorporation. Consequently, there are no comparatives for a
previous period. These condensed financial statements are unaudited
and do not constitute statutory accounts within the meaning of
section 434 of the Companies Act 2006.
B. Going concern
The financial statements have been prepared on the going concern
basis and under the historical cost basis of accounting, modified
to include the revaluation of certain assets at fair value.
The Directors have made an assessment of going concern, taking
into account the Company's current performance and financial
position as at 30 June 2022. In addition, the Directors have
assessed the outlook, which considers economic recovery in the wake
of the Covid-19 pandemic, ongoing geopolitical uncertainties as a
result of the Russia-Ukraine conflict including disruption to the
global supply chain and increases in the cost of living as a result
of this conflict, persistent inflation, interest rate rises and the
impact of climate change on the Company's Portfolio using the
information available up to the date of issue of the financial
statements.
In reaching this conclusion, the Board considered budgeted and
projected results of the business, including projected cash flows,
various downside modelling scenarios and the risks that could
impact the Company's liquidity over the twelve months from the date
of approval of the unaudited interim financial statements.
C. Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single segment of business, being investment in infrastructure to
generate investment returns while preserving capital. The financial
information used by the Directors and Investment Manager to
allocate resources and manage the group presents the business as a
single segment comprising a homogeneous portfolio.
D. Investments
Given the nature of the Company's assets which comprise
predominantly unlisted fund investments, while the Company operates
a robust and consistent valuation process, there is significant
estimation uncertainty in the underlying fund valuations which are
estimated at a point in time. Accordingly, while the Company
considers circumstances where it might be appropriate to apply an
override, this will be exercised only where it is judged necessary
to reflect fair value. Similarly, while relevant information
relating to but received after the measurement date is considered,
the Directors will only consider an adjustment to the financial
statements if it were to have a significant impact and is
indicative of conditions present at the measurement date.
The Company has fully adopted sections 11 and 12 of FRS 102. All
investments held by the Company are classified as 'fair value
through profit or loss'. As the Company's business is investing in
financial assets with a view to profiting from their total return
in the form of interest, dividends or increases in fair value,
investments are recognised at fair value on initial recognition
represented by the cost of acquisition. The Company manages and
evaluates the performance of these investments on a fair value
basis.
Upon initial recognition the investments held by the Company are
classified 'at fair value through profit or loss'. All gains and
losses are allocated to the capital column within the Income
Statement as 'Gains on investments held at fair value through
profit or loss'. Also included within this are transaction costs in
relation to the purchase or sale of investments. When a purchase or
sale is made under a contract, the terms of which require delivery
within the time frame of the relevant market, the investments
concerned are recognised or derecognised on the trade date.
Subsequent to initial recognition, investments are valued at fair
value through profit or loss. For listed investments this is deemed
to be bid market prices. Fair values for unquoted investments, or
for investments for which the market is inactive, are established
by the Directors after discussion with the Investment Manager using
valuation techniques in accordance with the International Private
Equity and Venture Capital (the 'IPEV') guidelines.
Valuations are based on the net asset value of those funds
ascertained from periodic valuations provided by the general
partner or manager of the funds and recorded up to the measurement
date. Such valuations are necessarily dependent upon the
reasonableness of the valuations by the fund manager of the
underlying assets. In the absence of contrary information the
values are assumed to be reliable. These valuations are reviewed
periodically for reasonableness and recorded up to the measurement
date.
Where formal valuations are not completed as at the Balance
Sheet date, the last available valuation from the general partner
or manager of the funds or the cost of the investment is adjusted
for any subsequent cash flows occurring between the valuation date
and the Balance Sheet date. Investments held in foreign currencies
are translated at the rates of foreign exchange ruling on the
Balance Sheet date. Purchases and sales of investments are
recognised at the trade date of the transaction.
E. Financial instruments
The Company makes investments and has commitments in currencies
other than GBP, its reporting currency, and, accordingly, a
significant proportion of its investments and cash balances are in
currencies other than GBP. The Company uses forward foreign
currency contracts to hedge the foreign exchange risks associated
with its underlying investment activities. The contracts entered
into by the Company are denominated in the currency of the
geographic areas in which Company has significant exposure against
its reporting currency.
The forward foreign exchange contracts are initially recognised
at fair value and are subsequently measured at fair value, the
amount for which an asset, liability or equity instrument could be
exchanged or settled between knowledgeable, willing parties in an
arm's length transaction. Premiums payable under such arrangements
are initially capitalised on the Balance Sheet.
The Company uses valuation techniques that are appropriate in
the circumstances and for which sufficient data is available to
measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs significant to
the fair value measurement as a whole. The Company has elected not
to apply hedge accounting and therefore changes in the fair value
of forward foreign currency contracts are recognised within the
capital column of the Income Statement in the period in which they
occur.
F. Income
Distributions receivable are recognised on the ex-dividend date.
Where no ex-dividend date is quoted, distributions are recognised
when the Company's right to receive payment is established. UK
distributions are shown net of tax credits and foreign dividends
are gross of the appropriate rate of withholding tax, with any
withholding tax suffered being accounted for separately. Income
distributions from funds are recognised when the right to
distributions is established.
Other income is accounted for on an accruals basis.
Gains or losses resulting from the movement in fair value of the
Company's investments held at fair value through profit or loss are
recognised in the Statement of Comprehensive Income at each
valuation point.
G. Expenses
All expenses are accounted for on an accruals basis. Expenses,
including investment management fees, are charged through the
revenue account except expenses which are incidental to the
acquisition or disposal of an investment. These are treated as
capital costs and separately identified.
H. Finance costs
Finance costs consist of interest and other costs that the
Company incurs in connection with bank and other borrowings.
Finance costs also consist of the amortisation charge of
arrangement or other costs associated with the set-up of
borrowings; these are amortised over the period of the loan. All
other finance costs are expensed in the period in which they
occur.
I. Taxation
Corporation tax is recognised in profit or loss except to the
extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of
deferred tax that is provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantially enacted at
the period end date.
Deferred tax is not provided on capital gains and losses arising
on the revaluation or disposal of investments because the Company
meets (and intends to continue for the foreseeable future to meet)
the conditions for approval as an investment trust company,
pursuant to sections 1158 and 1159 of the CTA.
Deferred tax assets are only recognised if it is considered more
likely than not that there will be suitable profits from which the
future reversal of timing differences can be deducted.
J. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term highly liquid investments with
original maturities of three months or less at the date of
placement, free of any encumbrances, are readily convertible into
known amounts of cash and subject to insignificant risk of changes
in value.
K. Debtors
Trade and other debtors are initially recognised at transaction
value. Subsequent measurement is at the initial recognised value
less any cash payments from the debtor, less provision or write off
for doubtful debts. A provision is made where there is objective
evidence that the Company will not be able to recover balances in
full. Any adjustment is recognised in profit or loss as an
impairment gain or loss.
L. Creditors
Trade and other creditors are initially recognised at fair value
and subsequently held at amortised cost.
M. Dividends payable to shareholders
Equity dividends are recognised when they become legally
payable. Interim equity dividends are recognised when paid. Final
equity dividends are recognised when approved by shareholders at an
Annual General Meeting.
N. Share premium
The share premium account represents the accumulated premium
paid for shares issued above their nominal value less issue
expenses. This is a reserve forming part of the non-distributable
reserves. The following items are taken to this reserve:
-- costs associated with the issue of equity; and
-- premium on the issue of shares.
O. Capital redemption reserve
The capital redemption reserve represents cancelled share
premium less dividends paid from this reserve. This is a
distributable reserve. This reserve also includes the cost of
reacquiring the Company's Ordinary Shares if the Company is in a
position to buy back shares.
P. Capital reserve - other
The following are accounted for in this reserve:
-- gains and losses on the realisation of investments;
-- unrealised gains and losses on investments;
-- gains and losses on foreign exchange forward contracts;
-- realised foreign exchange differences of a capital nature; and
-- expenses, together with related taxation effect, charged to
this account in accordance with the above policies.
Q. Revenue reserve
The revenue reserve represents the surplus of accumulated
profits from the revenue column of the Income Statement and is
distributable.
R. Foreign exchange
The functional and presentational currency of the Company is GBP
because it is the primary currency in the economic environment in
which the Company operates and as a UK listed company, GBP is also
its capital raising currency. Transactions denominated in foreign
currencies are recorded in the local currency at actual foreign
exchange rates as at the date of transaction. Monetary assets and
liabilities denominated in foreign currencies at the period end are
reported at the rates of foreign exchange prevailing at the period
end. Any gain or loss arising from a change in exchange rates
subsequent to the date of the transaction is included as a foreign
exchange gain or loss in the revenue or capital column of the
Income Statement depending on whether the gain or loss is of a
capital or revenue nature. For non-monetary assets these are
recognised as fair value adjustments.
S. Significant judgements, estimates and assumptions
The preparation of financial statements requires the Company and
Investment Manager to make judgements, estimates and assumptions
that affect the reported amounts of investments at fair value at
the financial reporting date and the reported fair value movements
during the reporting period. However, uncertainty about these
assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of the asset or
liability affected in future years. Details of how the fair values
of unlisted investments are estimated and any associated judgements
applied are provided in section (D) of this note and also within
the 'market price risk' section in note 20.
2. Interest income
Period
ended
30 June
2022
GBP'000
---------------------- -------
Bank interest 405
---------------------- -------
Total interest income 405
---------------------- -------
3. Investment management fees
Period ended 30 June
2022
-------------------------
Revenue Capital Total
GBP'000 GBP'000 GBP'000
--------------------------- ------- ------- -------
Investment management fees 790 - 790
--------------------------- ------- ------- -------
790 - 790
--------------------------- ------- ------- -------
The investment management fee is payable quarterly in arrears at
the rate of 1% of the prevailing NAV (excluding uninvested proceeds
from fundraising).
As at 30 June 2022, GBP550,000 was owed for investment
management fees.
4. Other expenses
Period
ended
30 June
2022
Revenue Capital Total
GBP'000 GBP'000 GBP'000
------------------------------------------------------------------------------------------- ------- ------- -------
Secretarial and accountancy services 111 - 111
Depositary services 44 - 44
Fees payable to the Company's auditor for audit related assurance services - initial
accounts 25 - 25
Fees payable to the Company's auditor for non-audit related assurance service (1) 35 - 35
Directors' remuneration (see note 5) 130 - 130
Employer's National Insurance 15 - 15
Legal and professional fees 90 122 212
Other fees 336 - 336
------------------------------------------------------------------------------------------- ------- ------- -------
786 122 908
------------------------------------------------------------------------------------------- ------- ------- -------
1. The non-audit fees payable to the auditor relate to the
interim review performed by EY. In addition, the Company paid EY
GBP55,000 for acting as the reporting accountant in respect of the
Company's IPO. This fee has been included within the share issue
costs charged to share premium.
5. Directors' remuneration
Period
ended
30 June
2022
GBP'000
------------------------------ -------
Directors' fees 130
Employer's National Insurance 15
------------------------------ -------
Total remuneration 145
------------------------------ -------
As at 30 June 2022, GBP26,000 was owed in relation to Directors'
fees and Employer's National Insurance liabilities.
6. Interest payable and similar expenses
Period
ended
30 June
2022
GBP'000
---------------------- -------
Bank interest expense 1
---------------------- -------
1
---------------------- -------
7. Taxation
Tax charge
The tax credit/(charge) for the period differs from the standard
rate of corporation tax in the UK (19%). The differences are
explained below:
Revenue Capital Total
GBP'000 GBP'000 GBP'000
-------------------------------------------------------------- ------- ------- -------
(Loss)/profit before tax (1,172) 614 (558)
-------------------------------------------------------------- ------- ------- -------
Tax at UK corporation tax rate of 19% (223) 117 (106)
Non-taxable investment, derivative and foreign exchange gains - (117) (117)
Carry forward management expenses 223 - 223
-------------------------------------------------------------- ------- ------- -------
- - -
-------------------------------------------------------------- ------- ------- -------
Factors that may affect future tax charges
The Company is an investment trust and is therefore not subject
to tax on capital gains. Deferred tax is not provided on capital
gains and losses arising on the revaluation or disposal of
investments because the Company meets (and intends to meet for the
foreseeable future) the conditions for approval as an investment
trust company. No deferred tax asset has been recognised in respect
of excess management expenses and expenses in excess of taxable
income as they will only be recoverable to the extent that there is
sufficient future taxable revenue.
As at 30 June 2022, the Company had no unprovided deferred tax
liabilities.
8. Earnings per share
Earnings per share (EPS) are calculated by dividing profit for
the period attributable to ordinary equity holders of the Company
by the weighted average number of Ordinary Shares in issue since
IPO. As there are dilutive instruments outstanding, basic and
diluted earnings per share are shown below:
Revenue Capital Total
--------------------------------------------------------- ------- ------- -----------
Earnings from 9 September 2021 to 30 June 2022 (GBP'000) (1,172) 614 (558)
Weighted average Ordinary Shares (number) 400,000,000
--------------------------------------------------------- ------- ------- -----------
Basic earnings per share (0.29)p 0.15p (0.14)p
--------------------------------------------------------- ------- ------- -----------
Revenue Capital Total
--------------------------------------------------------- ------- ------- -----------
Earnings from 9 September 2021 to 30 June 2022 (GBP'000) (1,172) 614 (558)
Weighted average Ordinary Shares (number) 400,000,000
Dilutive shares in respect of Subscription Shares 80,000,000
--------------------------------------------------------- ------- ------- -----------
Diluted earnings per share (0.24)p 0.13p (0.11)p
--------------------------------------------------------- ------- ------- -----------
The Subscription Shares have been converted into ordinary shares
post period end, see note 13 for further details.
There were no meaningful shareholders between incorporation on 9
September 2021 and 16 November 2021, the IPO date and therefore
this period has not been included for the purpose of calculating
the weighted average number of shares above.
9. Investments
30 June
2022
GBP'000
----------------------------------- --------
Cost brought forward -
Opening unrealised appreciation
on investments held
- Unlisted investments -
- Listed investments -
----------------------------------- --------
Valuation of investments brought -
forward
Movement in period:
Acquisitions at cost 139,649
Appreciation on investments held 5,711
----------------------------------- --------
Valuation of investments at period
end 145,360
Cost at period end 139,649
Closing unrealised appreciation
on investments held
- Unlisted investments 5,711
- Listed investments -
----------------------------------- --------
Valuation of investments at period
end 145,360
----------------------------------- --------
10. Debtors
30 June
2022
GBP'000
------------------------------- -------
Other debtors 561
Prepayments and accrued income 36
------------------------------- -------
597
------------------------------- -------
11. Other financial instruments held at fair value
30 June
2022
GBP'000
--------------------------------------------------------------------- -------
Losses on financial instruments at fair value through profit or loss 4,994
--------------------------------------------------------------------- -------
4,994
--------------------------------------------------------------------- -------
12. Other creditors
30 June
2022
GBP'000
----------------------------------- -------
Investment management fees payable 550
Other creditors and accruals 561
----------------------------------- -------
1,111
----------------------------------- -------
13. Called-up share capital
30 June 2022
--------------------
Allotted, called up and fully paid: Shares GBP'000
----------------------------------------- ----------- -------
Ordinary Shares of GBP0.01
Opening balance - -
Ordinary Shares issued in the period 400,000,000 4,000
----------------------------------------- ----------- -------
Closing balance 400,000,000 4,000
Subscription Shares of GBP0.01
Opening balance - -
Subscription Shares issued in the period 80,000,000 800
----------------------------------------- ----------- -------
Closing balance 80,000,000 800
Total called-up share capital 480,000,000 4,800
----------------------------------------- ----------- -------
On 11 November 2021, the Company raised gross proceeds of
GBP400.0 million through the issue of 400 million Ordinary Shares
at IPO for an issue price of 100 pence per Ordinary Share. Each
holder of Ordinary Shares is entitled, on a show of hands, to one
vote and, on a poll, to one vote for each Ordinary Share held.
Subscription Shares were issued to subscribers as part of the
Company's IPO on the basis of one Subscription Share for every five
Ordinary Shares subscribed for. Each Subscription Share confers the
right (but not the obligation) to subscribe for one Ordinary Share
on exercise of the rights attaching to the Subscription Shares. The
subscription price per Ordinary Share payable on the exercise of
the subscription rights was 101 pence, exercisable on either 30
June 2022, 29 July 2022 or 31 August 2022.
The Company announced on 5 July 2022 that 36,509,658
Subscription Shares had been converted into 36,509,658 Ordinary
Shares which were admitted to trading on the Main Market of London
Stock Exchange plc on 13 July 2022.
The Company announced on 3 August 2022 that 13,188,554
Subscription Shares had been converted into 13,188,554 Ordinary
Shares which were admitted to trading on the Main Market of London
Stock Exchange plc on 11 August 2022.
The Company announced on 2 September 2022 that 24,117,160
Subscription Shares have been converted into 24,117,160 Ordinary
Shares. In addition, the Final Subscription Trustee exercised the
Subscription Rights attaching to the 6,184,628 outstanding
Subscription Shares on the same terms. Therefore in aggregate,
30,301,788 new Ordinary shares were admitted to trading on the Main
Market of London Stock Exchange plc on 9 September 2022. There
remain no Subscription Shares in issue and the Subscription Share
line was cancelled on 9 September 2022.
14. Reserves
Capital
Capital reserve
on
Share redemption investments Revenue
premium reserve held reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------------------------- --------- ---------- ----------- ------- --------
Opening balance - - - - -
Ordinary Shares issued 395,200 - - - 395,200
Share issue costs (7,916) - - - (7,916)
Cancellation of share premium (387,284) 387,284 - - -
Losses on financial instruments at fair value
through profit or loss - - (4,994) - (4,994)
Net unrealised appreciation on investments - - 5,711 - 5,711
Foreign exchange gains on cash and non-portfolio assets - - 19 - 19
Legal and professional expenses charged to capital - - (122) - (122)
Revenue loss for the period - - - (1,172) (1,172)
-------------------------------------------------------- --------- ---------- ----------- ------- --------
Closing balance - 387,284 614 (1,172) 386,726
-------------------------------------------------------- --------- ---------- ----------- ------- --------
On 17 June 2022, the Company announced that the share premium
account had been cancelled in accordance with the provisions of the
Companies Act 2006 in order to create a distributable reserve, the
capital redemption reserve, that is capable of being applied in any
manner in which the Company's profits available for distribution
are able lawfully to be applied.
15. Net asset value per share
Basic NAV per share is calculated by dividing net assets in the
balance sheet attributable to ordinary equity holders of the
Company by the number of Ordinary Shares outstanding at the end of
the year. As there are dilutive instruments outstanding, both basic
and diluted NAV per share are shown below:
30 June
2022
---------------------------------- -----------
Net assets attributable (GBP'000) 391,526
Ordinary Shares 400,000,000
---------------------------------- -----------
NAV per Ordinary Share 97.88p
---------------------------------- -----------
The calculation of diluted net asset value per share assumes the
conversion of all outstanding Subscription Shares at a price of
101p per share. Given that the conversion price is greater than the
undiluted net asset value per share, the conversion of Subscription
Shares results in a higher net asset value per share.
16. Reconciliation of loss before financing costs and taxation
to net cash flows from operating activities
9 September
2021
to 30
June
2022
--------------------------------------------------------------------- -----------
Loss before financing costs and taxation (557)
Gains on investments (5,711)
Foreign exchange gains on cash and non-portfolio assets (26)
Increase in debtors (597)
Increase in creditors 1,111
Losses on financial instruments at fair value through profit or loss 4,994
--------------------------------------------------------------------- -----------
Net cash flows from operating activities (786)
--------------------------------------------------------------------- -----------
17. Subsidiaries
The Company has formed two wholly owned subsidiaries.
Pantheon Infrastructure Holdings LP ('PIH LP') was incorporated
on 5 November 2021 with a registered address in the State of
Delaware - National Registered Agents, Inc., 209 Orange Street,
Wilmington, Delaware, 19801 - and is wholly owned by the
Company.
The Company holds an investment in PIH LP. In accordance with
FRS 102, the Company is exempt from the requirement to prepare
consolidated financial statements on the grounds that its
subsidiary is held exclusively with a view to subsequent resale as
it is considered part of an investment portfolio.
Investments in the Portfolio Companies are held through PIH LP
and investments held within PIH LP are based on the fair value of
the investments held in those entities..
The General Partner for PIH LP is Pantheon Infrastructure
Holdings GP LLC ('PIH GP'). PIH GP was incorporated on 5 November
2021 with a registered address in the State of Delaware - National
Registered Agents, Inc., 209 Orange Street, Wilmington, Delaware,
19801 - and is wholly owned by the Company.
The Company has not consolidated PIH GP as it is immaterial.
This treatment is supported by the Companies Act 2006, section 405
(2), whereby a subsidiary undertaking may be excluded from
consolidation if its inclusion is not material for the purpose of
giving a true and fair view.
18. Contingencies, guarantees and financial commitments
At 30 June 2022 there were capital commitments outstanding of
GBP92.12 million in respect of investments in infrastructure
assets. The Company expects 100% of the capital commitments
outstanding to be called within the next twelve months. These
commitments will be funded using the Company's capital.
19. Fair value
Fair value hierarchy
Financial assets of the group are carried in the Balance Sheet
at their fair value or approximation of fair value. The fair value
is the amount at which the asset could be sold in an orderly
transaction between market participants, at the measurement date,
other than a forced liquidation sale.
The Company measures fair values using the following fair value
hierarchy that reflects the significance of the inputs used in
making the measurements. Categorisation within the hierarchy has
been determined on the basis of the lowest level input that is
significant to the fair value measurement of the relevant assets as
follows:
Level 1: Quoted (unadjusted) market prices in active markets for
identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or
indirectly observable.
Level 3: Valuation techniques for which the lowest level input
that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the financial
statements on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by
reassessing categorisation at the end of each reporting period.
Financial assets and liabilities at fair value through profit or
loss at 30 June 2022
Level Level Level Total
1 2 3
GBP'000 GBP'000 GBP'000 GBP'000
--------------------------- ------- ------- -------- --------
Investments - - 145,360 145,360
Forward exchange contracts - (4,994) - (4,994)
--------------------------- ------- ------- -------- --------
- (4,994) 145,360 140,366
--------------------------- ------- ------- -------- --------
The fair value of these investments and derivative contracts is
recorded in the Balance Sheet as at the period end.
There have been no transfers between Level 1 and Level 2 during
the period, nor have there been any transfers between Level 2 and
Level 3 during the period.
The carrying amount of all assets and liabilities, detailed
within the Balance Sheet, is considered to be the same as their
fair value.
20. Analysis of financial assets and liabilities
The primary investment objective of the Company is to seek to
maximise long-term capital growth for its shareholders by investing
in equity or equity-related investments in a diversified portfolio
of infrastructure assets. Investments are not restricted to a
single market but are made when the opportunity arises and on an
international basis.
The Company's financial instruments comprise infrastructure
investments and derivatives.
The principal risks the Company faces in its portfolio
management activities are:
-- liquidity risk;
-- interest rate risk;
-- credit risk;
-- market price risk; and
-- foreign exchange risk.
The Investment Manager monitors the financial risks affecting
the Company on a regular basis and the Directors regularly receive
financial information, which is used to identify and monitor
risk.
In accordance with FRS 102, an analysis of financial assets and
liabilities, which identifies the risk to the Company of holding
such items, is given below.
Liquidity risk
Due to the nature of the Company's investment policy, the
largest proportion of the Portfolio is invested in indirect
investments held in infrastructure assets through the Company's
subsidiary, which are generally less readily marketable than listed
equities. The Directors believe that the Company, as a closed-end
fund with no fixed wind-up date, is ideally suited to making
long-term investments in instruments with limited marketability.
The investments in unquoted securities are monitored by the Board
on a regular basis.
As a result, the Company may not be able to quickly liquidate
its investments at an amount close to their fair value in order to
meet its liquidity requirements, including the need to meet
outstanding undrawn commitments. The Company manages its liquid
investments to ensure sufficient cash is available to meet
contractual commitments and also seeks to have cash available to
meet other short-term financial needs.
As at 30 June 2022, the liquidity risk was considered low given
the cash and cash equivalents available to the Company.
30 June
2022
GBP'000
-------------------------- -------
Cash and cash equivalents 251,674
Debtors 597
Other creditors (1,111)
-------------------------- -------
As at 30 June 2022, the capital commitments outstanding totalled
GBP92.12 million, therefore liquid resources available after
commitments were GBP159.04 million.
Interest rate risk
Interest rate movements may affect the level of income
receivable on cash deposits and interest payable on variable rate
borrowings. Cash deposits generally comprise overnight call or
short-term money market deposits and earn interest at floating
rates based on prevailing bank base rates. Increases in interest
rates may also ultimately impact the discount rates used to value
investments.
Interest rate movements may affect the interest rate paid on
financial liabilities. As at 30 June 2022 the Company had limited
exposure to this risk, as it had no borrowings.
Credit risk
Credit risk is the risk that a counterparty will cause a
financial loss to the Company by failing to discharge its
obligations to the company when they fall due. Cash deposits are
placed with approved counterparties, all of whom have a credit
rating of A- or above.
At the period end, the Company's financial assets exposed to
credit risk amounted to the following:
30 June
2022
GBP'000
-------------------------- -------
Cash and cash equivalents 251,674
-------------------------- -------
Market price risk
The fair value of future cash flows of a financial instrument
held by the Company may fluctuate. This market risk may comprise:
foreign exchange risk, interest rate risk and/or fair value risk.
The Board of Directors reviews and agrees policies for managing
these risks. The Investment Manager assesses the exposure to market
risk when making each investment decision, and monitors the overall
level of market risk across the Company's investments on an ongoing
basis.
The nature of the Company's fixed asset investments, with a high
proportion of the Portfolio invested in unquoted securities, means
that the investments are valued by the Directors after due
consideration of the most recent available information from the
underlying investments.
If the investment portfolio fell by 20% from its 30 June 2022
valuation, with all other variables held constant, there would have
been a reduction of GBP29.07 million in the return before taxation.
An increase of 20% would increase the return before taxation by an
equal and opposite amount.
Foreign exchange risk
Since it is the Company's policy to invest in a diverse
portfolio of investments based in a number of countries, the
Company is exposed to the risk of movement in foreign exchange
rates. The Company enters into forward foreign currency contracts
to hedge the foreign exchange risks associated with its investment
portfolio. The contracts entered into by the Company are
denominated in the currency of the geographic areas in which the
Company has significant exposure against its reporting currency.
The contracts are measured at fair value and are recorded in the
balance sheet as other financial liabilities held at fair value.
The Company has not elected to apply hedge accounting therefore the
fair value changes are taken to the capital reserve.
The table below sets out the Company's foreign exchange
exposure:
GBP USD(1)
Foreign exchange risk GBP'000 GBP'000
------------------------------------------------------ ------- -------
At 30 June
Cash and cash equivalents 206,554 45,120
Investments held at fair value through profit or loss - 145,360
Other debtors 597 -
Other payables (1,111) -
------------------------------------------------------ ------- -------
1. These values are expressed in GBP.
If there had been an increase in the GBP/USD exchange rate of
10% it would have the effect of decreasing equity shareholders'
funds by GBP19.05 million. The calculations are based on the
financial assets and liabilities and the foreign exchange rate as
at 30 June 2022 of 1.2146 GBP/USD.
Managing capital
The Company's equity comprises Ordinary Shares as described in
note 13. Capital is managed so as to maximise the return to
shareholders while maintaining a capital base that allows the
Company to operate effectively in the marketplace and sustain
future development of the business.
The Company considers its capital to comprised called up share
capital and reserves.
The Company's capital requirement is reviewed regularly by the
Board of Directors.
21. Transactions with the Investment Manager and related
parties
The amounts payable to the Investment Manager, together with the
details of the Investment Management Agreement, and outstanding
amounts are disclosed in note 3. The existence of an independent
Board of Directors demonstrates that the Company is free to pursue
its own financial and operating policies and therefore, under the
AIC SORP, the Investment Manager is not considered to be a related
party.
The Company's related parties are its Directors and the fees
paid to the Company's Board are disclosed in note 5 alongside the
outstanding amounts payable as at 30 June 2022. There are no other
identifiable related parties at the period end.
22. Subsequent events
Exercise of subscription rights
The Company announced on 5 July 2022 that 36,509,658
Subscription Shares had been converted into 36,509,658 Ordinary
Shares which were admitted to trading on the Main Market of London
Stock Exchange plc on 13 July 2022.
The Company announced on 3 August 2022 that 13,188,554
Subscription Shares had been converted into 13,188,554 Ordinary
Shares which were admitted to trading on the Main Market of London
Stock Exchange plc on 11 August 2022.
The Company announced on 2 September 2022 that 24,117,160
Subscription Shares had been converted into 24,117,160 Ordinary
Shares following the final exercise date.
In addition the Final Subscription Trustee exercised the rights
for the remaining 6,184,628 outstanding Subscription Shares and
30,301,788 Ordinary Shares were admitted to trading on the Main
Market of London Stock Exchange plc on 9 September 2022.
On Admission, the Company's issued share capital comprised
480,000,000 Ordinary Shares each carrying one vote per share.
Proposed issue of equity
The Company announced on 14 September 2022 that it was seeking
to raise up to GBP250 million via an issue of C Shares.
Commitments
At 21 September 2022 the Company had completed the acquisition
of eight investments, for a total consideration of GBP257 million,
with an additional investment of GBP41 million committed, with
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 these investments, which are expected during Q4
2022, the Company will have made a total of ten investments for a
total consideration of GBP344 million.
NATIONAL STORAGE MECHANISM
A copy of the Half-Yearly Financial Report will be submitted
shortly to the National Storage Mechanism ("NSM") and will be
available for inspection at the NSM, which is situated at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
LEI: 213800CKJXQX64XMRK69
END
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