Pantheon Infrastrct. - Publication of Supplementary Prospectus
22/09/2022 10:06
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RNS Number : 3128A Pantheon Infrastructure PLC 22 September 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN
WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL.
PANTHEON INFRASTRUCTURE PLC
Publication of Supplementary Prospectus
22 September 2022
The Board of Pantheon Infrastructure PLC ("PINT" or the "Company"), the listed
global infrastructure fund, announces that it has published a supplementary
prospectus dated 22 September 2022 (the "Supplementary Prospectus")
supplementing the prospectus published by the Company on 13 October 2021 in
relation to a Share Issuance Programme of up to 750 million new Ordinary
Shares and/or C Shares (the "Prospectus").
The Company announced a proposed issue of C Shares on 14 September 2022 under
its Prospectus, details of which can be found in the announcement.
The Supplementary Prospectus has been issued following the publication of the
Company's interim report and accounts for the initial period since
incorporation to 30 June 2022 (the "Interim Accounts"), certain information
from which is incorporated by reference into the Supplementary Prospectus. The
Supplementary Prospectus also updates the no significant change statement
included in the original document to cover the period since 30 June 2022.
The Prospectus published by the Company on 13 October 2021, together with the
Supplementary Prospectus, comprise the Prospectus in relation to the share
issuance programme of up to 750 million new Ordinary Shares and/or C Shares
valid until 12 October 2022, of which 350 million Shares remain available for
issuance.
Unless otherwise defined, capitalised terms used in this Announcement shall
have the same meaning as set out in the Prospectus. Copies of the
Supplementary Prospectus and the Interim Accounts will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) shortly, as well as
available on the Company's website at www.pantheoninfrastructure.com
(http://www.pantheoninfrastructure.com)
Legal Entity Identifier (LEI) 213800CKJXQX64XMRK69
For further information, contact:
Pantheon Ventures (UK) LLP +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com
Richard Sem, Partner
Harriet Alexander, Vice President
Investec Bank plc +44 (0) 20 7597 4000
Sole Sponsor, Financial Adviser and Bookrunner
Tom Skinner (Corporate Broking)
Lucy Lewis, Denis Flanagan (Corporate Finance)
Will Barnett, Neil Brierley, Alice Douglas, Jack Kershaw (Sales)
TB Cardew +44 (0) 20 7930 0777
Public relations advisor pint@tbcardew.com
Ed Orlebar +44 (0)7738 724 630
Tania Wild +44 (0)7425 536 903
Max Gibson +44 (0)7435 791 368
Notes to editors
Pantheon Infrastructure PLC (PINT)
Pantheon Infrastructure PLC is a closed-ended investment company and an
approved UK Investment Trust, listed on the Premium Segment of the London
Stock Exchange's Main Market. Its Ordinary Shares trade under the ticker
'PINT'. The independent Board of Directors of PINT have appointed Pantheon,
one of the leading private markets investment managers globally, as investment
manager. PINT aims to provide exposure to a global, diversified portfolio of
high-quality infrastructure assets through building a portfolio of direct
co-investments in infrastructure assets with strong defensive characteristics,
typically benefitting from contracted cash flows, inflation protection and
conservative leverage profiles. Further details can be found at
www.pantheoninfrastructure.com (http://www.pantheoninfrastructure.com)
Pantheon
Pantheon is a leading global private equity, infrastructure & real assets,
private debt and real estate investor with 40 years' experience sourcing and
executing private market investment opportunities on behalf of clients.
Pantheon has US$87.8 billion in assets under management and advice (as at
31 March 2022) and employs over 415 staff, including more than 120 investment
professionals, across offices in London, San Francisco, New York, Chicago,
Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin. Further details can
be found at www.pantheon.com
Important Information
Investors must subscribe for or purchase any Shares in the Company only on the
basis of information contained in the Prospectus, as supplemented by the
Supplementary Prospectus. This announcement does not constitute, and may not
be construed as, an offer to sell or an invitation to purchase investments of
any description, a recommendation regarding any investment or the provision of
investment advice by any party.
Investec Bank plc ("Investec Bank") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. Investec Europe Limited
(trading as Investec Europe, Investec Europe and together with Investec Bank,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Each of
the Investment Manager and Investec is acting exclusively for the Company in
connection with the matters described in this announcement and neither the
Investment Manager nor Investec is acting for or advising any other person, or
treating any other person as their respective client, in relation thereto and
neither the Investment Manager nor Investec will be responsible for providing
the regulatory protection afforded to their respective clients or advice to
any other person in relation to the matters contained herein. This does not
exclude any responsibilities or liabilities of Investec under the Financial
Services and Markets Act 2000 (FSMA) or the regulatory regime established
thereunder.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is
not an offer of securities for sale into the United States. The securities
referred to herein may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration. No public offering of
securities is being made in the United States.
The Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, pledged, delivered,
distributed or otherwise transferred, directly or indirectly, into or within
the United States. Outside the United States, the Shares may be sold to
persons who are not "US Persons", as defined in and pursuant to Regulation S
under the US Securities Act ("US Persons"). Any sale of Shares in the United
States or to US Persons may only be made to persons reasonably believed to be
"qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the
US Securities Act, that are also "qualified purchasers" ("Qualified
Purchasers"), as defined in the US Investment Company Act of 1940, as amended
(the "US Investment Company Act"). The Company has not been and will not be
registered under the US Investment Company Act and investors are not and will
not be entitled to the benefits of the US Investment Company Act.
In addition, the Shares have not been, nor will they be, registered under the
applicable securities laws of Australia, Canada, New Zealand, the Republic of
South Africa or Japan. Subject to certain exceptions, the Shares may not be
offered or sold in, Australia, Canada, New Zealand, the Republic of South
Africa, Japan or any member state of the EEA (other than to professional
investors in certain EEA member states in which the Company is registered with
the national private placement regime) or to, or for the account or benefit
of, any national, resident or citizen of the United States, Australia, Canada,
New Zealand, the Republic of South Africa, Japan or any member state of the
EEA (other than to professional investors in certain EEA member states in
which the Company is registered with the national private placement regime).
The distribution of this announcement in other jurisdictions may be restricted
by law and the persons into whose possession this announcement comes should
inform themselves about, and observe, any such restrictions.
INFORMATION TO DISTRIBUTORS
Target Market Assessment
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and/or
(d) (where applicable to UK investors or UK firms) the relevant provisions of
the statutory instruments implementing Directive 2014/65/EU and Commission
Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European
Parliament, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "MiFID Laws" and together the "MiFID II
Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the MiFID II Product Governance Requirements) may otherwise
have with respect thereto, the Shares have been subject to a product approval
process, which has determined that such securities are: (i) compatible with an
end target market of retail investors who do not need a guaranteed income or
capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in Directive
2014/65/EU or the UK MiFID Laws (as applicable) and who do not need a
guaranteed income or capital protection; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II or the UK MiFID
Laws, as applicable (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Shares may decline and investors could lose all or part of
their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are capable
of evaluating the merits and risk of such an investment and who have
sufficient resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Share
Issuance Programme. Furthermore, it is noted that, notwithstanding any Target
Market Assessment, Investec will only procure placees who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or the UK MiFID Laws (as applicable); or (b) a recommendation to any
investors or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.
If you are distributing any class of shares in the Company, it is your
responsibility to ensure that the relevant key information document is
provided to any clients that are "retail clients".
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