REG - Pantheon Infrastrct. - Annual Financial Report
01/04/2025 07:15
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RNS Number : 0240D Pantheon Infrastructure PLC 01 April 2025
01 April 2025
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PANTHEON INFRASTRUCTURE PLC
Results for the year ended 31 December 2024
The Directors of the Company are pleased to announce the Company's results for
the year ended 31 December 2024. The full annual report and 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) 333 300 1950.
Highlights:
· Net Asset Value (NAV) of £553m, equivalent to 118.1 pence per
share as at 31 December 2024
· NAV Total Return of +14.3%, up from 10.4% in 2023
· Total dividends declared of 4.2p per share, an increase from 4.0p
in 2023
· Cash dividend cover of 0.7x, an increase from 0.3x in 2023 and
well positioned to increase further in 2025
· As at 31 December 2024, the Company had invested in or committed
£542m across its portfolio
· Market capitalisation of £418m as at 31 December 2024,
reflecting strong investor confidence
· The share price total return for the year was +11.5%
· Conditional sale of investment in US power company Calpine,
marking PINT's first realisation since IPO
The Company has invested in and targets assets in the following sectors:
Digital, including wireless towers, data centres, and fibre-optic networks;
Power & Utilities, including electricity generation, gas transmission and
district heating; Renewables & Energy Efficiency, including smart
infrastructure, solar, and sustainable waste; and Transport & Logistics,
including ports, rail, roads, airports and logistics assets.
Commenting on the results, Vagn Sørensen, Chairman, said: "We are pleased to
report a strong year for the Company. This performance, during a period of
market challenges, reflects the resilience of our portfolio, which remains
diversified and well positioned, providing shareholders with unrivalled
exposure to assets with proven upside potential, in sectors benefiting from
notable tailwinds, meaningful yield, and resilient downside protection.
"The conditional sale of US power company Calpine, our first realisation, also
marks a significant milestone; securing a potential profit ahead of plan and
reinforcing the strength of our investment strategy. The increase in dividends
to 4.2p per share, from 4.0p in 2023 reflects our commitment to deliver
progressive dividend returns to shareholders, while also focusing on long-term
capital growth."
Richard Sem, Partner at Pantheon and PINT's investment manager, comments on
the portfolio and performance: "The infrastructure asset class continues to
demonstrate resilience despite uncertainty in the global macro economy. PINT's
portfolio diversification means we do not carry material exposure to any
single sector specific risk, whilst its relatively concentrated nature means
shareholders still benefit from the upside potential inherent in specific
companies or sectors we are invested in. This is best proven by the
contribution to returns from Calpine over the last two years.
"Across the year, the portfolio delivered robust performance from valuation
gains, which in turn translated to a NAV Total Return for the year above our
pre-IPO target. Valuation gains materialised across several assets, most
notably driven by the AI boom benefiting Calpine and the data centre owner,
developer, and operator CyrusOne, but also with notable gains from GD Towers
and National Broadband Ireland.
"Overall, we believe the long-term case for infrastructure remains strong and
PINT's portfolio is well placed to continue to benefit from secular tailwinds
including digitisation, decarbonisation, and deglobalisation."
Ends
For further information, contact:
Pantheon Ventures (UK) LLP +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com
Richard Sem, Partner
Ben Perkins, Principal
Investec Bank plc +44 (0) 20 7597 4000
Corporate Broker
Tom Skinner (Corporate Broking)
Lucy Lewis, Denis Flanagan (Corporate Finance)
Lansons
Public relations advisors
pint@lansons.com
Millie Steyn
+44 (0) 75 9352 7234
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 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
LEI 213800CKJXQX64XMRK69
Pantheon
Pantheon has been at the forefront of private markets investing for more than
40 years, earning a reputation for providing innovative solutions covering the
full lifecycle of investments, from primary fund commitments to co-investments
and secondary purchases, across private equity, real assets and private
credit.
The firm has partnered with more than 690 clients, including institutional
investors of all sizes as well as a growing number of private wealth advisers
and investors, with approximately $71bn in discretionary assets under
management (as of September 30, 2024).
Leveraging its specialized experience and global team of professionals across
Europe, the Americas and Asia, Pantheon invests with purpose and leads with
expertise to build secure financial futures.
Pantheon was one of the first private equity investors to sign up to the
Principles for Responsible Investments ("PRI") in 2007 and has used these
principles as a framework to develop its sustainability policy across all its
investment activities. Since becoming a signatory, Pantheon has remained
highly engaged with the PRI and has been heavily focused on sustainability
integration, both through its involvement with associates and industry bodies,
and through its integration of ESG analysis into its investment process.
PANTHEON INFRASTRUCTURE PLC
Access to high‑quality global infrastructure assets
PURPOSE
Our purpose is to provide investors of all types with easy and immediate
access to a diversified portfolio of high‑quality global infrastructure
assets via a single vehicle, targeting capital growth and a progressive
dividend.
This portfolio, which is diversified by sector and geography, is designed to
generate sustainable, attractive returns over the long term. We achieve this
by targeting assets which have strong environmental, social and governance
(ESG) credentials, and often underpin the transition to a low‑carbon
economy. We invest in private assets which we believe will benefit from strong
downside protection through inflation linkage and other defensive
characteristics.
ABOUT US
Pantheon Infrastructure Plc (the 'Company' or 'PINT') is a closed‑ended
investment company and an approved UK investment trust, listed on the London
Stock Exchange.
PINT provides exposure to a global, diversified portfolio (the '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. PINT targets
assets which have strong sustainability credentials, including projects that
support the transition to a low‑carbon economy. The Portfolio focuses on
assets benefiting from long‑term secular tailwinds. The Company is overseen
by a Board of independent non‑executive Directors and is managed by Pantheon
Ventures (UK) LLP ('Pantheon' or the 'Investment Manager'), a leading
multi‑strategy investment manager in infrastructure and real assets, private
equity, private debt and real estate.
highlights
At a glance as at 31 December 2024
£542m(1)
Capital invested or committed
Dec 2023: £487m
£553m
Net asset value (NAV)
Dec 2023: £504m
4.2p per share
Total dividends(2)
Dec 2023: 4.0p
£418m
Market cap
Dec 2023: £397m
118.1p
NAV per share
Dec 2023: 106.6p
14.3%
NAV Total Return(3)
Dec 2023: 10.4%
1. This refers to the investment fair values and amounts committed as at
31 December 2024. Invested assets represent those that have reached financial
close and have been, or are in the process of, being funded, and may include
committed but uncalled amounts reserved for follow‑on investments. As at
31 December 2024, £531.7 million was invested and £9.9 million was
committed but not yet invested.
2. Total dividends declared in relation to the year ended 31 December
2024.
3. For the year ended 31 December 2024, NAV Total Return comprises the
investment return from the Portfolio and income from any cash balances, net of
management, operating and finance costs, and taxes. It also includes foreign
exchange movements and movements in the fair value of derivatives.
why invest in pint
Advantages of investing in infrastructure via co‑investments alongside
highly experienced general partner sponsors ('Sponsors').
1. Unique access to private infrastructure co‑investment assets
Access
Access to assets not usually accessible by public market investors
Alignment
Alignment through the incentivisation of both Sponsors and management, through
long-term incentive programmes
Enhanced economics
Typically involve no ongoing management fee or carried interest charged by the
Sponsor
Portfolio construction
Ability to select specific individual assets based on the Investment Manager's
view on relative value
Diversification
Support portfolio construction that is diversified across infrastructure
sectors, geographies, stages and Sponsor
Sponsor Specialisation
Ability to choose deals alongside a Sponsor with a distinct edge who may be
best placed to create value
Exposure to nascent sectors
Access to nascent and emerging sectors that may otherwise be unavailable
through primary or secondary investment opportunities
Infrastructure assets combine a range of attractive characteristics for
long‑term investors. Infrastructure may mitigate the adverse effects of
rising inflation and may provide an income‑generating investment outside of
traditional fixed income.
2. Favourable defensive long-term characteristics
Infrastructure assets can offer reliable income streams with inflation
protection
Infrastructure assets may provide embedded value and downside protection
across market cycles given the regulated and contracted nature of many 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, but backed by tangible assets. Infrastructure
assets often offer reliable income streams governed by regulation, hedges or
long‑term contracts with reputable counterparties.
Inflation hedge
Infrastructure investments can provide a natural hedge to rising inflation, as
many sub‑sectors have contracts with explicit inflation linkage or implicit
protection through regulation or market position. The majority of PINT's
assets benefit from such protection.
Diversification
Infrastructure can be a valuable portfolio diversifier alongside traditional
and alternative investments. Historically, listed infrastructure returns have
been only moderately correlated with 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.
Embedded downside protection
The vital role that many infrastructure assets play in our daily lives can
make them an innately defensive investment. The tangible nature of
infrastructure investments can provide a basis for liquidation and recovery
value in downside cases. Furthermore, infrastructure investing is generally
focused on gaining exposure to assets in a monopolistic or oligopolistic
market which, with high upfront costs, can be a barrier to entry for new
participants. Investments typically have long‑term contracts with price
escalators or inflation linkage with high‑quality counterparties, which
offer further downside protection. Finally, high friction costs in certain
sectors have been seen to discourage customers from switching providers, which
can provide a stable and long-term customer base.
3. Access to secular trends
PINT continues to develop its diversified portfolio across sectors that
benefit from secular tailwinds.
Digitisation
Digital Infrastructure assets such as towers, fibre and data centres have
become the 21st century utility assets, as data and connectivity have become
essential for a functioning economy, and have a key role in driving the
rollout of AI.
Decarbonisation
Investment into renewables has accelerated due to energy security and climate
change considerations, and the ongoing decarbonisation of electric grids has
taken hold over the past five years.
Deglobalisation
Current trends in geopolitics favour opportunities in the regional Transport
& Logistics sector, as supply chains follow 're-shoring' or
'friendshoring' trends.
Transport & Logistics - 9%(1)
Ports, rail and road, airports and e-mobility
Net working capital - 2%
Digital Infrastructure - 44%(1)
Data centres, fibre networks and towers
Power & Utilities - 29%(1)
Energy utilities, water and conventional power
Renewables & Energy Efficiency - 16%(1)
Wind, solar, sustainable waste and smart infrastructures
1. Proportion of NAV of £553 million at 31 December 2024.
PINT's portfolio benefits from capital growth and progressive dividend
returns.
The Company seeks to generate attractive risk‑adjusted total returns for
shareholders over the longer term. These returns are made up of 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 targets a NAV Total Return per share of 8‑10% per annum.
4. Targeting capital growth and income
118.1p per share
Net asset value (NAV) per share
2022 - 98.9
2023 - 106.6
2024 - 118.1
4.2p per share
Dividends per share(1)
( )
2022 - 2
2023 - 4
2024 - 4.2
£76m
Weighted aggregate LTM EBITDA(2)
2022 - 41
2023 - 59
2024 - 76
1. Second interim dividend of 2.1p per share declared in relation
to the year ended 31 December 2024. The Company is
paying a total dividend of 4.2p per share for the year ended
31 December 2024 and targets a progressive dividend.
2. Weighted aggregate last twelve months EBITDA is the last twelve months
EBITDA across all underlying Portfolio Companies adjusted for PINT's %
ownership at 31 December 2024, and converted to GBP as necessary.
Investments denominated in foreign currency are converted using the
31 December 2024 spot rate.
pint at a glance
38% - North America
North America
CyrusOne
Cartier Energy
Calpine
Vantage Data Centers
Vertical Bridge
2% - Net working capital
16% - UK
Ireland
NBI
United Kingdom
National Gas
Zenobē
44% - Europe
Nordic
GlobalConnect
Germany/Austria
GD Towers
Netherlands
Delta Fiber
Fudura
Spain
Primafrio
1. Proportion of NAV of £553 million at 31 December 2024.
chair's statement
It is encouraging that the Company has delivered NAV Total Returns
significantly exceeding its pre-IPO target.
Vagn Sørensen
Chair, Pantheon Infrastructure Plc
Introduction
I am pleased to present the annual report for Pantheon Infrastructure Plc for
the year ended 31 December 2024. Amidst what remains a challenging market for
infrastructure investment companies, it is encouraging that the Company has
delivered NAV Total Returns significantly exceeding its pre-IPO target, which
has been the case for both years the Company has been fully invested.
At the year end, the Company's NAV per share was 118.1p per share. Accounting
for dividends of 4.1p per share paid during the year to 31 December 2024, this
represents a NAV Total Return of 14.3% since 31 December 2023, or 14.6%
including the positive NAV impact of share buybacks. Earnings per share during
the period were 15.4p per share.
Furthermore, the strong cash flow generation delivered from the Portfolio
leaves the Company in an improved liquidity position and with a higher cash
dividend cover than initially forecast for the period. Further details of the
Company's dividend cover for the year can be found in the Investment Manager's
report on page 38 of the full Annual Report. These developments are a
testament to the Company's differentiated infrastructure offering to investors
and form the basis of a solid outlook going forward.
Looking beyond the financial performance during the year, it has been a
particular source of excitement to note recent developments in relation to the
Company's first expected realisation, through the conditional disposal of
Calpine to Constellation Corporation. Alongside the Investment Manager, the
Board will be exploring with shareholders the intended use of these proceeds
in time.
Economic environment
The global economic environment continues to present significant challenges
for investors, and the outlook remains uncertain. Most major economies
continue to struggle with weak growth, persistent inflation, an uncertain
interest rate outlook, and recently increasing bond yields, all of which have
an acute bearing on demand for infrastructure investment products. Continued
geopolitical tensions arising from ongoing conflicts and the potential for
trade wars have not alleviated these concerns.
None of these factors are conducive to improving investor sentiment, but in
that context it is again reassuring to see PINT's relative resilience. It
bears repeating that the underlying characteristics of infrastructure
investment and its inherent downside protection make the asset class defensive
in nature.
Calpine realisation
We are naturally delighted to have seen the Company's first conditional
realisation announced in relation to its investment in Calpine, which was
valued at c.£84 million at the year end and represented c.15% of the
Company's NAV. The sale has been announced ahead of original expectations and
potentially at a material profit to entry cost for the Company.
The Board expects that the proceeds of the transaction will be staggered over
the coming years, and notes that the transaction, once completed, will involve
residual exposure to shares in Constellation, a business that has benefited
from the same tailwinds that have propelled Calpine in the last two years, but
has however recently endured some share price softening as part of a wider
market correction in the US. Further details in this regard are included in
the Investment Manager's report on page 37 of the full Annual Report.
In addition, the Board recognises that exposure to nuclear power assets,
whilst in the circumstances not a breach of the Company's investment policy,
which applies at the point of original investment, may not be desirable for
some shareholders.
The Investment Manager continues to co‑ordinate closely with the Sponsor,
ECP, around the details of the sale, and the Board looks forward to having
greater clarity on the timing and quantum of the proceeds from the transaction
as the year progresses. Thereafter, the Board will consider, alongside the
Investment Manager, what steps may be available to de-risk and unlock value
sooner, and assess more thoroughly the impact on the Company's capital
allocation as noted below.
£542 million of assets invested or committed(1)
14.3%
NAV Total Return
4.2p per share
total dividends declared for the year
Investor sentiment and discount management
Amidst the current economic outlook, it continues to be a challenging time for
the investment trust sector, which is characterised by sustained discounts to
NAVs, an inability to raise new capital, and diminishing aggregate size due to
buybacks, tender offers and the actual or ongoing wind-up of a number of
vehicles, either following strategic reviews or discontinuation votes. For
PINT we take some comfort that the Company's performance relative to much of
the rest of the infrastructure sector has been favourable, with share price
total return over the year of 11.5%. Nevertheless, the Board remains conscious
that the prevailing discount to NAV means that the share price does not fully
reflect the value within the Portfolio.
To date, the Board has announced a total commitment of £18.4 million to share
buybacks, equivalent to c.4-5% of the total shares issued since IPO (based on
a buyback share price range of 80-90p). During the year ended 31 December
2024, the Company repurchased 3.99 million shares for a consideration of £3.4
million, resulting in a NAV increase of 0.2p per share. In total, the Company
has now repurchased 11.375 million shares for a total consideration of £9.2
million, resulting in a NAV increase of 0.5p per share.
The Board continues to believe that share buybacks represent an attractive use
of shareholders' capital where surplus funds are available. The Company
expects to receive the first proceeds from the Calpine sale before the end of
2025, which will provide the Company with additional funds to apply in
accordance with the Board's capital allocation policies, and will take into
account both the prevailing share price discount to NAV and the desire
expressed by many shareholders to see the Company execute its original
strategy of recycling proceeds from realisations into new investment.
Portfolio performance and dividends
No new investment activity was undertaken during the year, as the Company
maintained its cautious approach around the use of its RCF while equity
markets remained closed. However, strong Portfolio performance materialised
from valuation gains across a number of assets, which in turn translated to a
NAV Total Return for the year above our pre‑IPO target. Valuation gains
occurred across a number of assets, most notably driven by the AI boom
benefiting Calpine and CyrusOne, but also with notable gains from GD Towers
and National Broadband Ireland.
1. This refers to the investment fair values and amounts committed as at
31 December 2024. Invested assets represent those that have reached financial
close and have been, or are in the process of, being funded, and may include
committed but uncalled amounts reserved for follow‑on investments. As at 31
December 2024, £531.7 million was invested and £9.9 million was committed
but not yet invested.
It has also been pleasing to see the increase in cash flow from the Portfolio
during the year. The Portfolio delivered net cash flows of £21.3 million (31
December 2023: £10.0 million), which contributed to increased dividend
coverage of 0.7x (31 December 2023: 0.3x), as detailed in the Investment
Manager's report on page 38 of the full Annual Report. This again represents
an outperformance versus the approximate guidance that was given as part of
the previous year's annual and current year's interim results, and is
testament to the approach taken to construct a portfolio that benefits from
both significant growth potential as well as an increasingly dependable yield.
We look forward with optimism to moving towards full dividend cover in the
near future, which will materially depend on the final profile of the
realisation of the investment in Calpine.
The Company declared dividends in total of 4.2p per share in relation to the
year to 31 December 2024, reflecting a 5% increase on the previous year. The
Board acknowledges the breadth of opinion in relation to the progression of
the dividend and intends to maintain an active dialogue with shareholders
around any future increases in the dividend going forward.
Oversight of the investment process and strategy
In keeping with the Board's desire to have visible oversight of the investment
process, we were delighted to again join members of Pantheon's team on a site
visit to EQT's Head Office in Stockholm, Sweden, in September 2024 to meet
with the management team of Nordic fibre business, GlobalConnect. The visit
again provided the Board with valuable insight into, and assurance regarding,
the Investment Manager's relationships with Sponsors and understanding of
Portfolio Companies.
Regulatory environment
The Board was pleased to see the FCA's forbearance in respect of Key
Information Document costs and the repeal of the well-intentioned but poorly
executed PRIIPS legislation, that has resulted in the damaging double counting
of costs for closed‑ended investment companies. It was however a source of
frustration that the industry was unable to coalesce around a mutually
agreeable approach that would leverage the full benefit of the forbearance for
the investment trust sector, particularly given the challenges faced with
certain execution‑only platforms and the associated risk of
'de‑platforming'. The Board and the Investment Manager continue to engage
across the industry to seek that the legislation's replacement, the Consumer
Composite Investment regime, is thoughtfully constructed and benefits from the
same momentum that resulted in the initial forbearance.
Shareholder engagement
One of the key roles of the Board is to represent the interests, needs and
wishes of the Company's shareholders. We remain committed to maintaining open
channels of communication and to engaging with shareholders in a manner which
they find most meaningful, in order to gain an understanding of their views.
Shareholder meetings have again taken place during the year with the
Investment Manager, but as Chair I believe it is vitally important for the
Board and I to hear views firsthand. Alongside Patrick O'Donnell Bourke, as
Chair of the Audit and Risk Committee, I offered meetings to a number of
shareholders. Several of them accepted our offer and we met to hear firsthand
their concerns and wishes as major stakeholders in the Company. It was
reassuring to hear their general satisfaction, discounts aside, with the
performance and strategy of the Company and their support for the Investment
Manager in continuing the objectives that were set out at IPO.
The Board always welcomes contact with shareholders, so if there are matters
you wish to raise with us or if you would like a meeting, please feel free to
contact us at the registered office or via the Company Secretary using the
details on page 135 of the full Annual Report.
Board composition
As notified to shareholders in last year's annual results, I will be stepping
down at the Company's upcoming AGM. After a thorough search process for my
replacement as Chair, conducted by our Senior Independent Director, Anne
Baldock, the Board has determined to recommend the appointment of Patrick as
the Company's new Chair. With this in mind, the Company was delighted to
welcome to the Board Tony Bickerstaff, after the year end, with the
recommendation that he be appointed as Mr O'Donnell Bourke's successor as
Chair of the Audit and Risk Committee. Mr Bickerstaff brings a wealth of
experience to the Board and I wish him, the rest of the Board and the Company
well in the future.
The Board continues to be committed to both ethnic and gender diversity in its
composition, and expects this to be a key consideration in its recruitment for
a fifth director after I step down in June. This process was commenced
recently, led by Ms Baldock, and is due to conclude ahead of the Company's AGM
in June.
Outlook
Looking forward, the opportunity for investing in infrastructure remains
clear. The challenge remains, certainly within the confines of the investment
trust sector, in unlocking the capital to do so.
Investors need no reminding of the sustained and unwelcome share price
discounts to NAVs experienced across the sector over the past 18 months. But
the Board believes there are clear reasons to be optimistic, notably including
some recent M&A in the sector, with a number of takeover acquisitions of,
or active bids for, investment companies or their portfolios, at levels near
or above their prevailing NAVs. In this vein, the Board continues to be
resolute in its view that any share price discount to NAV is unjustified for
the Company.
We continue to believe that an investment in PINT offers an unrivalled
exposure to an established portfolio of assets with proven upside potential,
in sectors benefiting from notable tailwinds, meaningful yield and resilient
downside protection. The Portfolio is well positioned to perform robustly even
if economic factors change, including inflation, interest rates and valuation
discount rates, as evidenced by the sensitivity analysis set out in the
Investment Manager's report on page 41 of the full Annual Report.
Furthermore, portfolio diversification means the Company does not carry
material exposure to any single sector‑specific risk, whilst its relatively
concentrated nature means investors still benefit substantially from the
upside potential inherent in specific companies or sectors it has invested
in, no better proven than by the contribution to returns from Calpine over the
last two years. As a result, we look forward optimistically and with
enthusiasm around the Company's prospects going forward.
Finally, from a personal perspective I would like to remark how enjoyable an
experience it has been to serve as Chair during such an exciting period for
the Company, and I firmly believe the Company is greatly positioned to
deliver investors an access point to a uniquely exciting opportunity set
despite the obvious challenges that have beset the market during my tenure.
Vagn Sørensen
Chair
31 March 2025
ABOUT THE MANAGER
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.
Pantheon's infrastructure experience
Since 2009, Pantheon has completed more than 230 infrastructure investments
across primaries, secondaries and co‑investments alongside more than 62
asset sourcing partners, solidifying its position as one of the largest
managers investing in infrastructure. The global infrastructure investment
team managed c.$23.3 billion in AUM as at 30 September 2024.
1. As at 30 September 2024. This figure includes assets subject to
discretionary management or advice. Infrastructure AUM includes all
infrastructure and real asset programmes which have an allocation to natural
resources.
2. Performance data as of 30 September 2024. 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
(GIRAC) since 2015, when Pantheon established its infrastructure co-investment
strategy. Notional net performance is based on an assumed average annualised
fee of 1.5% of NAV.
Pantheon platform
$71bn(1) - Funds under management
>690 - Institutional investors globally
131 - Investment professionals
13 - Global offices
Pantheon private infrastructure
$23.3bn(1) - AUM
230+ - Investments
36 - Investment professionals
23 years - Average years' experience of Investment Committee
Pantheon private infrastructure co-investments
$4.5bn - Total commitments
56 - Total investments
62 - Asset sourcing partners
12.6% - Notional net IRR(2)
Pantheon has extensive experience of and expertise in primary, secondary and
co-investments, which are defined as follows:
· primary investments: involve a commitment to a newly launched
limited life blind-pool fund managed by a Sponsor seeking to exit improved
businesses in the later years of the fund term at a profit;
· secondary investments: traditionally involve the purchase of an
interest in an established private fund or a portfolio of companies from
existing investors; and
· co-investments: afford the opportunity for investors to invest
alongside Sponsors in specific Portfolio Companies, typically on a fee and
carried interest‑free basis.
PINT focuses on gaining exposure to infrastructure assets via
co‑investments.
Pantheon primary funds strategy Sponsors require co‑investment partner Pantheon co‑investment strategy
AUM in primary commitments since 2009(1) Co‑investment opportunities screened since 2015(2) Committed across 56 co‑investment assets
$9bn $107bn $4bn Committed across 56
co‑investment assets(3)
· Pantheon develops long‑term relationships with top‑tier Sponsors may offer co‑investments for the following reasons: · Access to co‑investment assets, typically on a no-fee, no‑carry
Sponsors by investing in their underlying flagship funds.
basis.
· size of transaction;
· Sponsors consider Pantheon to be a strategic partner, rather than a
· Proven track record as a valuable partner by providing scalable
direct competitor. · manage concentration limits; raise follow‑on capital; and capital and experience in complex deals; speed and certainty of deal execution
within short time frames.
· strengthen investor relationships.
· Co-investment track record has produced notional net IRR to date of
12.6%(4).
1. As at 30 September 2024. This figure includes assets subject to
discretionary management or advice. Infrastructure AUM includes all
infrastructure and real asset programmes which have an allocation to natural
resources.
2. Pantheon internal data from 2015 to December 2024. Screened deal flow
is based on total value of transactions ($).
3. Total infrastructure co-investment count and committed amount as of
September 2024, includes all Pantheon infrastructure co-investments closed or
in legal closing.
4. Performance data as of 30 September 2024. Performance data includes all
consummated infrastructure co-investments approved by GIRAC since 2015, when
Pantheon established its infrastructure co-investment strategy.
Q&A with the investment manager
Given the discount to NAV, what is your approach to capital allocation
and buybacks?
Share buybacks have been a common theme over the past three years, and PINT
has spent £9.2 million in total to date buying back its own shares,
delivering 0.5p of NAV gains over 2023 and 2024 as a result. The buybacks may
have contributed to reducing discount volatility. However, against the current
backdrop of macroeconomic tailwinds, and the resulting decrease in active
investors, the sector has nevertheless seen discounts prevail.
Looking forward, we continue to believe that share buybacks should also be
viewed in the context of capital allocation, specifically to be considered as
one of the competing uses of capital such as making new investments, repaying
leverage (if any exists) and increasing distributions to shareholders.
Read more in the Chair's statement on page 7 of the full Annual Report
Will the investment in Calpine deliver on your original investment case and
was the exit announcement unexpected?
The sale remains conditional on certain regulatory approvals, and accordingly
the final timing and quantum of the proceeds are subject to change. However,
the Company's current valuation of the asset, at a MOIC of 2.3x, is
significantly ahead of the returns originally foreseen in the investment case.
Additionally, the realisation timing, assuming completion occurs as planned,
is also expected to occur ahead of initial expectations. Given recent trading
performance and the favourable performance of Calpine's listed peer set over
the last two years (even despite recent volatility), it was not unexpected
that the Sponsor, ECP, had been exploring options to realise value.
Read more in the Investment Manager's Report on page 37 of the full Annual
Report
Are you concerned about your exposure to AI and whether it is an over-hyped
thematic?
Increasing demand for AI is significantly driving the related need for more
data centres and base load power supply, both sectors in which the Company is
significantly invested. However, the Company's original basis for investing in
these sectors was underpinned by different factors - the growth of cloud
computing and the internet of things driving increased data centre demand, and
the need for stable base load power to facilitate the decarbonisation agenda.
The rapid emergence of AI in the last two years has therefore been an
additional driver of returns.
Looking forward, we believe that the potential benefits of AI are widespread,
and that its continued adoption will be critical for all organisations to not
only thrive, but to survive.
Read more about how AI is driving the demand for data on page 20 of the full
Annual Report
Are there any infrastructure sub‑sectors you are concerned about?
We remain cautious about some areas of consumer-linked transportation. Looking
at the past few years and the impacts of COVID-19, it's clear that although an
area of interest, investment in airports requires a very disciplined approach.
Digital infrastructure also faces a confluence of challenges to sustain the
levels of growth witnessed in recent years. These include competition for
scarce resources such as power, materials, and labour. Some parts of the fibre
sector in particular are also facing obstacles, and we expect that more
consolidation will be needed across the smaller altnets in the near future.
Read more about markets on page 18 of the full Annual Report
What are you expecting for the infrastructure fundraising environment this
year?
Fundraising volumes are a key determinant of future transaction activity that
underpins long-term exit assumptions.
Infrastructure fundraising over the last two years has dipped following
consecutive record highs in 2021 and 2022. We do not expect a dramatic change
in fundraising in 2025, even with a significant uptick in M&A volumes
potentially returning capital to investors. However, we do anticipate more
interest in the mid-market segment. This part of the market has demonstrated
better value-add capabilities, and that is proving attractive to investors
looking for differentiated opportunities.
We also believe there will be an increased focus on strategies delivering
yield, and a further potential catalyst is inflation, increases in which could
result in higher allocations to infrastructure as an inflation-hedge. These
trends may be dependent on US policy under the new administration.
Read more about markets on page 16 of the full Annual Report
What would be the impact of the return of high inflation on the infrastructure
sector?
Infrastructure investments can inherently be a hedge against inflation, with
cash flows often linked directly to inflation indices, providing long-term
steady returns and relatively low volatility in times of market dislocation.
If there is renewed inflation, we expect that allocation preferences may be
tilted towards core holdings that benefit more expressly from the linkage
(e.g. assets with subsidies or regulated revenues). Certain recent fiscal
policies in the US (tariffs), as well as in the UK (increased employer's NI),
appear to us to have the potential to be inflationary.
Read more about markets on page 15 of the full Annual Report
Our market
Infrastructure continues to demonstrate resilience against a challenging
macroeconomic backdrop.
Uncertainty in the global macro economy continues to demonstrate the
resilience of the infrastructure asset class.
PINT has constructed a diversified, high-quality infrastructure portfolio with
a strong growth focus. The Company's focus on core-plus investments, which are
typically, but not always, expected to be held for five to seven years,
targets higher returns by leveraging value creation opportunities through
development, expansion and optimisation of infrastructure assets. This
differentiated focus results in a portfolio which behaves differently to key
macroeconomic variables, relative to other established infrastructure
investment strategies.
Key macro themes
INFLATION
In 2024, inflation moderated, but the outlook is less clear and inflation has
proven to be 'sticky' in some geographies.
Risk
INFRASTRUCTURE DEBT - MEDIUM RISK
CORE INFRASTRUCTURE - LOWER RISK
RENEWABLES - LOWER/MEDIUM RISK
CORE-PLUS INFRASTRUCTURE - LOWER/MEDIUM RISK
Core-plus infrastructure
Higher inflation, and in some cases contractual pass‑throughs or linkages,
have resulted in increased revenues and earnings for many assets.
PINT portfolio
Over 85% of PINT's Portfolio Company revenues benefit from contracted
escalators or GDP‑linkage, which can provide protection during periods of
rising inflation.
INTEREST RATES/LEVERAGE
Post‑Covid inflation surge led to dramatic increase in interest rates as
central banks sought to curtail inflation.
Risk
INFRASTRUCTURE DEBT - MEDIUM RISK
CORE INFRASTRUCTURE - LOWER RISK
RENEWABLES-- LOWER RISK
CORE-PLUS INFRASTRUCTURE - LOWER/MEDIUM RISK
Core-plus infrastructure
Capex‑heavy users of RCFs and companies without entirely hedged debt have
been impacted by high interest rates.
High future refinancing rates can lead to lower enterprise valuations,
particularly for select growth‑oriented sectors.
PINT portfolio
Historic debt financing on favourable terms, hedging and availability of
longer-term fixed debt provide a good degree of downside protection.
DISCOUNT RATES
Upward pressure on discount rates from volatility in risk‑free rates.
Risk
INFRASTRUCTURE DEBT - HIGHER RISK
CORE INFRASTRUCTURE - HIGHER RISK
RENEWABLES - HIGHER RISK
CORE-PLUS INFRASTRUCTURE - LOWER/MEDIUM RISK
Core‑plus assets are less sensitive to increasing risk‑free rates as they
have higher initial discount rates applied, making any increases
proportionately less significant than sectors with lower initial discount
rates.
The Company had an aggregated WADR of 13.6% at the year end, demonstrating
strong growth potential in a high interest rate environment.
ENERGY PRICES
Energy markets have been volatile since Russia's invasion of Ukraine, which
has had a knock-on effect on certain types of infrastructure assets.
Risk
INFRASTRUCTURE DEBT - LOWER RISK
CORE INFRASTRUCTURE - LOWER RISK
RENEWABLES - MEDIUM/HIGHER RISK
CORE-PLUS INFRASTRUCTURE LOWER/MEDIUM RISK
Power‑generation assets with merchant price exposure continue to face
challenges in a volatile energy market.
Limited merchant price exposure due to underwriting focus on 'contracted
only' downside returns.
POLITICAL RISK
Current political environment has increased the threat of rollback on
environmental pledges and regulatory interventions.
Risk
INFRASTRUCTURE DEBT - MEDIUM RISK
CORE INFRASTRUCTURE - MEDIUM RISK
RENEWABLES - MEDIUM RISK
CORE-PLUS INFRASTRUCTURE - MEDIUM RISK
Core‑plus strategies have a lesser focus on assets underpinned by regulated
or public sector revenues, which are susceptible to regulatory/political
intervention.
PINT's diversified strategy results in lower exposure to public subsidies and
regulated business, limiting the potential impact from political intervention.
$1.3 trillion+
AUM in the private infrastructure market grew to $1.3 trillion+ in 2024
~11%
projected CAGR between 2023 and 2029
Against this backdrop, competition for assets has intensified, with
allocations to infrastructure increasing and new participants entering the
market in specialised sub‑sectors. Increased competition in the market has
necessitated a focus on maintaining a disciplined and selective investment
approach.
Upward trends in deal activity and improving investor sentiment provide a
positive backdrop for future growth
The way in which societies and economies function over time is changing, which
creates new long-term tailwinds for the sectors that serve them. PINT's
portfolio has been constructed to include markets with favourable tailwinds
which should provide sustainable returns to shareholders.
Digital Infrastructure PINT portfolio(1):44% Power & Utilities PINT portfolio(1):29%
What we like Concerns What we like Concerns
Hyperscale data centres Fibre-to-the-home overbuild Regulatory capital growth Political interference
Mobile towers Asset-light/Tech risk Terminal value
Wholesale fibre Debt-funded growth De-leveraging
Key sector themes Key sector themes
· Sustained increase in demand due to global trends requiring major · The role of hydrogen has the potential to be significant in energy
increase in data/connectivity (remote working, gaming, AI, streaming, transition, which impacts utilities such as gas transmission and distribution
videos etc.). companies.
· Labour and supply chain shortages/issues are impacting certain · Revenues tend to be inflation‑linked, which is highly beneficial
build‑out and development projects. in the current market environment.
· High demand and lack of supply in the market have driven asset
prices up.
Sub‑sectors Sub‑sectors
· Data centres · Transmission and distribution
· Towers · Power generation
· Fibre · District heating and cooling
· Telecommunications services · Water utilities
· Gas utilities
· Metering
· Utilities services
· Power services
Renewables & Energy Efficiency PINT portfolio(1):16%
What we like Concerns
Long-term contracts Development platform valuations
Smart metering Asset-lite/Tech risk
Operational platforms Merchant prices
Key sector themes
· Governments and supranational organisations globally are
prioritising climate change issues and clean energy, leading to tangible
targets for many organisations.
· Infrastructure supporting the development of energy transition is
still underdeveloped 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.
Sub‑sectors
· Solar
· Wind
· Renewable services
· Energy efficiency
· Biomass
· Energy from waste
· EV charging
· Battery storage
Transport & Logistics PINT portfolio(1): 9%
What we like Concerns
Modal shift GDP‑linkage
Electrification Capital structures
Post‑Covid efficiencies Carbon intensity
Key sector themes
· Increased demand for cleaner modes of transport in line with
aforementioned global trends.
· Nearshoring or 'friendshoring' of supply chains.
· Increasing leisure travel trends.
Sub‑sectors
· Rail
· Airport and aviation
· Ports and shipping
· Logistics
· Roads
· Transportation services
· Cold storage
· Bus networks
Social Infrastructure PINT portfolio(1): 0%
What we like Concerns
Availability cash flows Reputational risk
Inflation linkage Concession hand back
High margins Contractor default
Key sector themes
· Growth in life sciences, medical services and research, and an
ageing population are driving demand for infrastructure in this sector.
· Challenges include the lack of tangible current deal flow, and
limited relative attractiveness due to pricing, which has meant PINT has not
made any social infrastructure investments to date.
Sub‑sectors
· Waste management
· Healthcare services
· Governmental
· Recreational
· Hospitals and care homes
· Student accommodation
· Education
1. As of 31 December 2024, the NAV was £553 million, including £531.7
million in portfolio assets and £21.8 million of net working capital,
equivalent to 2% of NAV.
Key
Strong tailwinds including revenue drivers and asset resilience. Modest
capital structure risk.
Neutral risk associated with an economic downturn from a revenue, capital
structure or valuation perspective.
Potential headwinds associated with asset growth, capital structure risks,
valuation concerns.
Possesses traits of all three categories.
how AI is driving demand for data
Introduction
The recent emergence of Artificial Intelligence (AI) has proven a significant
tailwind benefiting many of the investments in the Company's portfolio,
notably those in the Digital Infrastructure and Power & Utilities sectors.
This section details what AI is and how the growth of it is translating into
PINT's strong performance.
AI is a machine-based system that can, for given objectives, make predictions,
recommendations or decisions influencing real or virtual environments. The AI
market has experienced significant growth in recent years, with the global AI
market estimated to be worth $298 billion in 2024 and projected to grow to
$795 billion by 20272. Before the end of the decade, a majority of
enterprises are expected to have adopted AI tools, driving greater digital
infrastructure demand. As a result, the global outsourced hyperscaler data
centre market is projected to increase at a c.20% CAGR for the next
eight years given the combination of projected AI and cloud demand(1).
Generative AI key applications
AI adoption is on the rise as governments, corporations and individuals
worldwide evaluate its potential impact.
Generative AI can automatically generate texts, software, code, images,
videos, audio and other new content in response to written prompts.
The systems are trained on data from publicly available online content and
generate outputs by identifying and replicating common patterns.
A large number of generative AI tools have been developed over the past
decade, enabling users to improve productivity, creativity and decision-making
processes.
Examples of text, image, video and audio generative AI tools include:
Enterprise
Free service (pricing
Gen AI tools(2) access plan Subscription cost per month can vary)
ChatGPT (OpenAI) ✓ $20.00 to $200.00 ✓
DALL·E 3 (OpenAI) ✓ $20.00 to $200.00 ✓
CoPilot (Microsoft) ✓ $20.00 to $200.00 ✓
Llama (Meta) ✓ Free ✓
Gemini (Google) ✓ $22.80 ✓
Claude (Anthropic) ✓ $18.00 to $30.00 ✓
Runway ✓ $12.00 to $76.00 ✓
Boomy ✓ $14.99 to $39.99 ✓
AI technology has transformed various industries, driving efficiency,
innovation and cost reduction. Retail and e-commerce companies leverage AI to
create personalised shopping experiences and streamline inventory management.
In healthcare, cognitive technologies are used to support health data
analytics and diagnostics. The financial sector uses AI to improve risk
management, enhance security and automate customer services.
In manufacturing, AI tools are used to analyse large volumes of data from
production lines to improve quality and reduce downtime. The emerging market
for technology services relating to AI, including generative AI, could be
worth more than $200 billion by 2029(1). The potential benefits are
significant - enterprises that implement a comprehensive, long-term AI
transformation strategy are expected to realise two to three times more value
compared to those that have only adopted cloud services(1).
Globally, governments are driving the AI agenda through public funding,
legislation frameworks, research collaborations and infrastructure
development, including US, UK and EU, regions in which PINT is invested in.
Just recently, the UK Government announced the AI Opportunities Action Plan, a
strategic initiative backed by leading technology firms, some of which have
collectively committed £14 billion towards various projects. Shortly after,
US President Donald Trump issued an Executive Order to enhance the US's global
AI dominance and promote economic competitiveness.
AI-focused government initiatives are expected to eliminate barriers to and
accelerate sector growth, foster innovation, enhance public service efficiency
and position AI as a key driver to global economic growth. The increasing
prevalence of AI opens up new opportunities rather than threatens traditional
patterns of work.
Challenges and regulations
The development of AI raises ethical challenges that require careful
regulation.
The advancement of AI technology raises ethical concerns, including the use of
personal data, the potential for biased outputs, the dissemination of
misleading information and the creation of fake or altered material, ensuring
accountability remains a critical challenge as technologies continue to
evolve.
The European Union introduced the EU AI Act, its landmark regulatory framework
in August 2024, and marked the first major compliance milestone in early 2025.
Certain types of AI systems are prohibited while high‑risk AI systems are
regulated under the new legislation, and non‑compliance penalties can reach
up to $36 million (€35 million) or 7% of global turnover.
Key reasons for generative AI adoption in 2023 vs. 2024(2) (%)
Expedite process
2023 73%
2024 88%
Reduce cost
2023 55%
2024 68%
Improved results
2023 54%
2024 58%
Enhance innovation
2023 54%
2024 55%
Improve decision making
2023 46%
2024 46%
1. Tech services and generative AI: Plotting the necessary reinvention,
McKinsey & Company.
2. Putting Generative AI to Work 2024: From proof of concept to the future
of work, Altman Solon. Global survey responses, 2023 n=244, 2024 n=257.
Data centre and power demand
AI growth is acting as a substantial tailwind for data centre developers and
baseload power generators.
The rapid growth of AI and cloud computing is driving unprecedent demand for
data centres, leading to a potential supply deficit. Research shows that the
demand for AI-ready data centre capacity is expected to increase at an average
rate of 33% a year between 2023 and 2030(1). This suggests that c.70% of total
demand for data centre capacity will be for data centres equipped to host
advanced AI workloads by 2030, and generative AI will account for c.40% of the
total(1).Global demand for data centre capacity in 2023 was 55GW and is
projected to grow at a CAGR of between 19% to 27%, reaching as much as 298GW
by 2030(1).
Over the past two years, average power densities have more than doubled from
8kW to c.20kW per rack. With the growing demand for generative AI and
high-performance computing, the average power density is expected to increase
to between c.30kW and c.50kW per rack by 2027, and global data centre
electricity consumption, accounting for continuous improvements in AI and data
centre processing efficiency, is expected to increase from 300 TWh in 2022 to
c.1,000 TWh by 2030(1,2). Training models like ChatGPT can consume more than
80kW per rack, and Nvidia's latest chip combined with its servers may require
power densities of up to 120kW per rack(1). Significant upgrades to the legacy
mechanical and electrical systems in existing data centres will be required to
accommodate the increasing demand for higher rack density.
Grid power supply remains the key bottleneck in growing global date centre
capacity. Data centres consumed 1.3% of global electricity in 2022, with
demand expected to rise to 3.7% by 2030. In the US, data centres accounted for
4.4% of total electricity consumption in 2023, with projections indicating an
increase to between 6.7% and 12.0% by 2028(3).
As hyperscalers across the globe pursue decarbonisation targets, the power
market has seen gradual retirement of coal-fired power plants, which
traditionally provided consistent baseload generation, and a surge in
renewable energy adoption. However, given that renewable energy production is
intermittent in nature, there is an increasing reliance on flexible gas
generation and battery storage systems to ensure grid reliability, which will
only become more acute with load growth driven by data centres.
Emerging players and market outlook
DeepSeek launched its R1 model on 20 January 2025, closing the performance gap
with OpenAI's GPT-4 on legacy GPUs.
DeepSeek, a Chinese-based AI startup, developed its innovative R1 model using
innovative software techniques and legacy GPUs, achieving significant
reductions in both training and inferencing costs. The software takes a
selective activation approach which only activates a small fraction of the
models' parameters for any given tasks, resulting in significantly lower
computational costs. Additionally, the models learn through trial and error
instead of supervised fine-tuning, which allows them to develop more
sophisticated reasoning abilities and adapt to new scenarios more effectively.
1. AI power: Expanding data center capacity to meet growing demand,
McKinsey & Company.
2. As generative AI asks for more power, data centers seek more reliable,
cleaner energy solutions, Deloitte.
3. DOE Releases New Report Evaluating Increase in Electricity Demand from
Data Centers, US Department of Energy.
While questions remain around DeepSeek's fully-loaded cost of developing the
model, including data collection, model development and deployment and
monitoring, and the infrastructure on which the model was trained, the next
level of evolution in the AI theme is likely to shift from the infrastructure
layer to the application layer. The emergence of DeepSeek's R1 model could
encourage major market players to increase their research and development
spending in order to maintain their lead in AI capability.
The emergence of DeepSeek has prompted investors to reassess the capital
investment required to scale the AI industry. The data centre sector has been
struggling to meet the overwhelming demand for capacity, and if the emergence
of DeepSeek and its innovative software techniques were to reduce the market
demand, it could ease sector‑wide pressure to meet unsustainable capacity
growth expectations. While a more efficient training model may reduce the need
for large‑scale AI training campuses, low latency data centres, which are
required to run cloud computing‑based, AI-powered software, could benefit
from a boom of AI‑based applications. It is worth noting that even without
increased demand for AI-focused facilities, global data centre demand is still
expected to grow by 16% annually in the next five years(1).
PINT's portfolio
Around 30% of PINT's portfolio is invested in data centre and energy &
utilities assets, which continue to capitalise on the strong cloud and AI
tailwinds.
Data centres are the physical facilities that host and support the physical
severs and systems which enable organisations to run applications and store
data. The operators typically provide the physical space, temperature control
systems, electrical systems and associated capex costs in exchange for rent
from tenants. PINT has invested in CyrusOne alongside KKR and Vantage Data
Centers alongside DigitalBridge:
· CyrusOne is the third-largest data centre platform in the US, and
has 55 data centres under operation that provide colocation, hyperscale and
build-to-suit services, as well as more than 50 data centres in development.
The company serves c.1,000 clients, including c.200 Fortune 1000 companies.
· Vantage Data Centers operates across 35 campuses in 21 markets,
providing wholesale services for major cloud as well as enterprise customers,
with an expected total IT capacity of over 1.5GW.
Both investments continue to benefit from AI tailwinds and increased exposure
to the hyperscale segment. Hyperscale contracts typically have up to
c.ten-year contract terms with high visibility of cash flows as power costs
are passed through to customers, providing strong downside protection.
PINT is also invested in Calpine, the largest US producer of energy from
natural gas generation. Over the past few years, Calpine has significantly
benefited from the surge in power demand in the US partly driven by AI-related
growth. Despite volatility in the energy market over the past two to three
years, the company has maintained robust cash flows.
1. AI power: Expanding data center capacity to meet growing demand,
McKinsey & Company.
investment manager's report
Portfolio
PINT has constructed a diversified global portfolio with a focus on developed
market OECD countries, with all investments currently in Western Europe and
North America.Over the medium term, the Investment Manager expects, in line
with the initial prospectus, the composition of the Portfolio to include
investments in the following sub-sectors: Digital Infrastructure, Power &
Utilities, Transport & Logistics, Renewable & Energy Efficiency and
Social & Other Infrastructure.
As at 31 December 2024, the Company had a total of £541.6 million invested
or committed across 13 investments.
The Portfolio is diversified across sectors and geographies, and the
Investment Manager believes that it is well positioned to withstand any
external market challenges. The investments typically benefit from defensive
characteristics including long-term contracted cash flows, inflation
protection and robust capital structures.
Seven investments are in Digital Infrastructure, representing 44% of NAV,
across the data centre, towers and fibre sub‑sectors. Three investments,
representing 29%, are in the Power & Utilities sector including: gas
transmission, district heating and electricity generation. Two investments are
in Renewables & Energy Efficiency (16%) and the remaining investment is in
Transport & Logistics (9%). The largest geographical exposure is in Europe
(44%), with the remaining exposure in North America (38%) and the UK (16%).
Net working capital reflected 2% of NAV at 31 December 2024.
NAV pence per share movement (year to 31 December 2024)
The NAV increased over the year by 11.5p per share (year to 31 December 2023:
7.7p per share), after adjusting for the dividends paid of 4.1p per share over
the year (year to 31 December 2023: 3.0p per share). The movement in the
year was principally driven by fair value gains of 17.5p per share (year to
31 December 2023: 12.0p per share), partially offset by foreign exchange
movements of (1.1)p per share (year to 31 December 2023: (3.0)p per share),
attributable principally to the weakening of EUR during the period, which was
offset by a 1.2p per share movement from the foreign exchange hedging
programme (year to 31 December 2023: 2.6p per share).
Share buybacks contributed 0.2p per share (year to 31 December 2023: 0.3p per
share), with a reduction of 2.2p per share (year to 31 December 2023: (1.9)p
per share) related to fund operating and financing expenses, resulting in a
closing NAV of 118.1p per share. This excludes the impact of the second
interim dividend for the year to 31 December 2024 of 2.1p per share, which is
to be paid on 22 April 2025.
Nav Pence Per Share Movement
31 December 2023 - 106.6p
Fair value gains - 17.5p
Foreign exchange movement - (1.1)p
Foreign exchange hedge - 1.2p
Expenses(1) - (2.2)p
Share buybacks - 0.2p
Dividends paid (4.1)p
31 December 2024 - 118.1p
1. Expenses include operating and capital expenses.
13.6%
Weighted average discount rate
December 2023: 13.6%
Weighted average discount rate of 13.6% is based on the discount rate of each
Portfolio Company investment at 31 December 2024, weighted on an investment
fair value basis (excluding undrawn commitments), across all 13 investments.
35%
Weighted average gearing
December 2023: 36%
Weighted average gearing is calculated by reference to the ratio of total
hedged debt relative to total net debt of each Portfolio Company, weighted
across all 13 investments.
79%
Weighted average hedged debt
December 2023: 77%
Weighted average hedged debt calculated by reference to ratio of hedged debt
relative to net debt of each Portfolio Company.
£76m
Weighted aggregate EBITDA
December 2023: £60m
Weighted aggregate EBITDA is based on the annual EBITDA of each Portfolio
Company for the year ended 31 December 2024, weighted by PINT's ownership of
underlying Portfolio Companies and converted to GBP as necessary.
Portfolio: movements in the year
Region Sponsor Portfolio value Drawn commitments Distributions Asset Foreign Portfolio value Undrawn Allocation of Portfolio Total
31 December (£m) (£m) valuation exchange 31 December commitments foreign Return for
2023 movement movement 2024 31 December exchange hedge year ended
(£m) (£m) (£m) (£m) 2024 movements 31 December
(£m) (£m) 2024
(£m)
Primafrio Europe Apollo 47.0 0.1 - 3.7 (2.0) 48.8 0.4 2.4 4.1
CyrusOne North America KKR 26.6 3.8 - 8.4 0.8 39.6 - (0.9) 8.3
National Gas UK Macquarie 47.4 - (5.7) 4.6 - 46.3 - - 4.6
Vertical Bridge North America DigitalBridge 27.3 - - (1.9) 0.5 25.9 - (0.6) (2.0)
Delta Fiber Europe Stonepeak 24.8 1.5 - 2.2 0.5 29.0 0.1 - 2.7
Cartier Energy North America Vauban 31.3 - - 0.2 0.6 32.1 - (0.6) 0.2
Calpine North America ECP 55.9 - (9.6) 36.0 1.2 83.5 - (1.7) 35.5
Vantage Data Centers North America DigitalBridge 26.3 0.9 - 3.4 0.5 31.1 - (0.6) 3.3
Fudura Europe DIF 46.2 0.2 - 4.6 (2.2) 48.8 1.3 2.7 5.1
National Broadband Ireland Europe Asterion 47.4 - (4.9) 6.4 (2.3) 46.6 2.8 2.7 6.8
GD Towers Europe DigitalBridge 38.0 0.1 (1.1) 7.6 (1.9) 42.7 2.4 2.3 8.0
GlobalConnect Europe EQT 20.3 - - 1.2 (0.9) 20.6 - - 0.3
Zenobē UK Infracapital 33.2 - - 3.5 - 36.7 2.9 - 3.5
Grand total 471.7 6.6 (21.3) 79.9 (5.2) 531.7 9.9 5.7 80.4
Portfolio: inception to date
A B C D
Drawn commitments Distributions Valuation Allocation of
31 December foreign exchange
2024 hedge movements
Investment Region Sponsor (£m) (£m) (£m) (£m) MOIC(1)
Primafrio Europe Apollo 39.2 - 48.8 2.6 1.3x
CyrusOne North America KKR 24.6 - 39.6 (1.9) 1.5x
National Gas UK Macquarie 40.8 5.7 46.3 - 1.3x
Vertical Bridge North America DigitalBridge 23.8 1.2 25.9 (1.3) 1.1x
Delta Fiber Europe Stonepeak 22.8 - 29.0 - 1.3x
Cartier Energy North America Vauban 33.2 - 32.1 (1.0) 0.9x
Calpine North America ECP 45.5 21.2 83.5 0.2 2.3x
Vantage Data Centers North America DigitalBridge 29.9 - 31.1 2.0 1.1x
Fudura Europe DIF 38.4 - 48.8 2.7 1.3x
National Broadband Ireland Europe Asterion 43.5 4.9 46.6 3.2 1.3x
GD Towers Europe DigitalBridge 39.3 2.1 42.7 2.7 1.2x
GlobalConnect Europe EQT 19.0 - 20.6 - 1.1x
Zenobē UK Infracapital 32.1 - 36.7 - 1.1x
Grand total 432.1 35.1 531.7 9.2 1.3x
1. Multiple on invested capital. MOIC is calculated as the sum of columns
B, C and D, divided by column A.
PINT'S PORTFOLIO
Primafrio
www.primafrio.com (http://www.primafrio.com)
TRANSPORT & LOGISTICS
EUROPE
£49m - PINT NAV 31 December 2024
1.3x - MOIC 31 December 2024
21.03.22 - Date of commitment
Specialised temperature‑controlled transportation and logistics company in
Europe primarily focused on the export of fresh fruit and vegetables from
Iberia to Northern Europe.
Investment thesis and value creation strategy(1)
· Niche market leader providing an essential service to resilient end
markets. The company has demonstrated strong organic growth over a 15+ year
operating history, including during major economic dislocations (2008‑2009
global financial crisis and 2020‑2021 Covid-19). The essential nature 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.
Performance update
Primafrio experienced a good year after an initially challenging trading
environment in key European markets after acquisition. Total volumes increased
along with a recovery in margins after falling fuel costs and management's
efforts to reduce the company's leasing costs. The company also celebrated the
opening of a new facility in Belfort, France, and expects others to follow
soon. Management expect the full earnings impact of new facilities to flow
through to the company gradually given the uncontracted nature of the
business. The company will continue its focus in the coming year on reducing
fixed costs and delivering new growth opportunities in line with the original
underwriting plan.
CyrusOne
www.cyrusone.com
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£40m - PINT NAV 31 December 2024
1.5x - MOIC 31 December 2024
28.03.22 - Date of commitment
Operates more than 50 high‑performance data centres representing more than
four million sq ft of capacity across North America and Europe.
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 customer churn.
Performance update
CyrusOne's excellent performance since entry continued with the company
benefiting considerably from AI‑related tailwinds. The strong demand for
data centre capacity continues to support highly favourable pricing for
established developers, making for a favourable trading environment. The focus
of management is now on ensuring sufficient availability of power and capital
to meet increased demand. The company is exploring a number of strategic
relationships with large energy providers, called the remainder of the initial
equity commitment during the year, and agreed a material new warehousing
credit facility to ensure funding for continued rollout.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results.
Future results are not guaranteed, and loss of principal may occur. Please
refer to 'Disclosure 1 - Investments' towards the back of this report.
National Gas
www.nationalgas.com
POWER & UTILITIES
UK
£46m - PINT NAV 31 December 2024
1.3x - MOIC 31 December 2024
28.03.22 - Date of commitment
The owner and operator of the UK's sole gas transmission network, regulated by
Ofgem, and an independent, highly contracted metering business.
Investment thesis and value creation strategy(1)
· Stable inflation‑linked cash flows with returns positively
correlated to inflation, therefore benefiting from recent period of high
inflation.
· Strong downside protection; regulatory framework allows for the
recovery of costs and a minimum return on capital. The company also holds a
monopolistic position through sole ownership of the UK's gas transmission
network.
· Significant growth opportunity. The transmission system is expected
to play a leading role in any future transition from natural gas to hydrogen.
The company hopes to support the expansion of hydrogen's role in the energy
mix while working closely with the government and Ofgem to maintain security
of supply.
Performance update
National Gas continues to operate its existing regulated asset base
effectively and in December 2024 submitted its business plan for the RIIO GT3
price control period for the methane network.
This will cover the pricing control period for 2026-2031 and consultation will
now take place with Ofgem over the next year, with a final determination in
Q4. On the hydrogen side, after favourable testing confirmed the ability to
manage up to 100% hydrogen on the existing biomethane network, a policy
outcome is now awaited from government in relation to hydrogen blending. The
company also continues to consult with Ofgem around the preferred funding
mechanism for both a future hydrogen backbone and carbon transportation
networks.
Vertical Bridge
www.verticalbridge.com
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£26m - PINT NAV 31 December 2024
1.1x - MOIC 31 December 2024
04.04.22 - Date of commitment
The largest private owner and operator of towers and other wireless
infrastructure in the US, with more than 7,000 owned towers across the
country.
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 materially, prioritising macro towers in the 5G
rollout.
· Top‑tier management team and Sponsor: key members of Vertical
Bridge and DigitalBridge (including both CEOs) have worked together since
2003.
Performance update
Vertical Bridge acquired c.6,000 towers from Verizon in December 2024.
Management consider the additional portfolio to offer significant synergies
with the company and are excited by the lease-up potential due to the
portfolio's low current tenancy ratio.
The company now has a BTS pipeline ahead of the underwriting plan, as it
continues to broaden its customer base through additional collaborations with
large-scale mobile network operators (MNOs) seeking to expand 5G coverage.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results.
Future results are not guaranteed, and loss of principal may occur. Please
refer to 'Disclosure 1 - Investments'
Delta Fiber
www.deltafibernederland.nl
DIGITAL INFRASTRUCTURE
EUROPE
£29m - PINT NAV 31 December 2024
1.3x - MOIC 31 December 2024
26.04.22 - Date of commitment
Owner and operator of fixed telecom infrastructure in the Netherlands,
providing broadband, TV, telephone and mobile services to retail and wholesale
customers over a predominantly fibre network.
Investment thesis and value creation strategy(1)
· 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.
· Well positioned to capitalise on extensive rollout programme via
first mover advantage in its core markets, exhibited through its track record
of fast build rates and ramp up of construction capacity.
Performance update
Delta Fiber's rollout is now substantially complete, on time and budget, and
the business is focusing on the transition from development activity to steady
state operations, with the key focus mainly on increasing penetration through
greater customer adoption. As well as the focus on increasing densification
through its retail business, the company expects a key lever for growth to be
entering further wholesale network sharing agreements, similar to that entered
with Odido (formerly T-Mobile Netherlands), with other leading network
providers in the Netherlands. The company also agreed the sale, still subject
to regulatory approvals, to its main competitor, Glaspoort, of around 200,000
of its connections in an area that would otherwise have likely seen Glaspoort
build‑out its own network. Delta Fiber will retain access for its existing
retail products in the area through the agreement, and expects the transaction
to be accretive to the equity valuation. The company's intention is to use the
proceeds to reduce its borrowings.
Cartier Energy
POWER & UTILITIES
NORTH AMERICA
£32m - PINT NAV 31 December 2024
0.9x - MOIC 31 December 2024
23.05.22 - Date of commitment
Platform of eight district energy systems located across the Northeast,
Mid‑Atlantic and Midwest of the US.
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.
Performance update
Cartier has had an encouraging period of stability after a challenging first
two years since PINT's investment. As well as experiencing stable hot water
and steam volumes, the company has unlocked additional business through
increased chilled water demand and favourable capacity market pricing, which
has improved financial performance on its existing operational assets closer
to the original underwriting assumptions. Management has and continues to
focus on commodity hedging efforts, optimising customer repricing, and now
exploring some of the key growth opportunities with existing customers that
had been deprioritised due to the initial operating challenges.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results.
Future results are not guaranteed, and loss of principal may occur. Please
refer to 'Disclosure 1 - Investments' towards the back of this report.
Calpine
www.calpine.com
POWER &UTILITIES
NORTH AMERICA
£84m - PINT NAV 31 December 2024
2.3x - MOIC 31 December 2024
27.06.22 - Date of commitment
Independent power producer with c.26GW of principally gas-fired generating
capacity, including c.770MW of operational renewables.
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 carbon by 2050. Calpine benefits from highly
predictable diversified cash flows underpinned by contracts supported by a
robust hedging programme.
· Strong renewables development pipeline of solar and battery storage
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.
Performance update
Calpine experienced another record-breaking year with profitability and
distributions exceeding underwriting expectations, strong forecasts for
electricity demand increases from data centres, arising from AI, have
significantly improved the long‑term outlook for base load power generators.
After the period end, a sale of the business to Constellation Corporation was
announced, for a consideration of cash (c.25%) and Constellation shares
(c.75%). The sale is expected to take up to twelve months to conclude in order
to receive the necessary regulatory approvals, and PINT will initially have
exposure to Constellation's stock afterwards. The combined entity will have in
excess of 50GW of generation capacity across nuclear, gas, geothermal and
other renewable technologies. In time, Pantheon intends to explore potential
routes to mitigate this exposure, potentially through hedging instruments.
Vantage Data Centers
www.vantage-dc.com
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£31m - PINT NAV 31 December 2024
1.1x - MOIC 31 December 2024
01.07.22 - Date of commitment
Leading provider of wholesale data centre infrastructure to large enterprises
and hyperscale cloud providers.
Investment thesis and value creation strategy(1)
· Secular data usage growth through increasing cloud adoption and
increasing data‑heavy technologies continue 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 contracts with investment‑grade counterparties and
low customer churn due to high switching costs and barriers to entry.
Performance update
Early in 2024, Vantage secured a substantial additional capital injection from
DigitalBridge and Silver Lake. The company continues to see excellent growth
opportunities due to AI tailwinds, and the capital infusion has reinforced the
balance sheet to ensure its ability to seize on and deliver this
incremental growth. Procuring sufficient power capacity continues to be the
key challenge, as the company continues to leverage its extensive existing
relationships with key hyperscaler customers.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results.
Future results are not guaranteed, and loss of principal may occur. Please
refer to 'Disclosure 1 - Investments' towards the back of this report.
Fudura
www.fudura.nl
RENEWABLES & ENERGY EFFICIENCY
EUROPE
£49m - PINT NAV 31 December 2024
1.3x - MOIC 31 December 2024
25.07.22 - Date of commitment
Dutch market-leading owner and provider of medium‑voltage electricity
infrastructure to business customers, with a focus on transformers, metering
devices and related data services.
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 EV charging,
solar panels, heat pumps and battery storage.
Performance update
Fudura's profitability continues to track ahead of plan, driven by higher
margins on its core transformer business. This performance has been partially
offset with the slower rollout to date of the adjacent product lines that
formed a key pillar of the investment thesis. A new CEO is incoming with a
priority to focus on growth of these areas, including battery storage, smart
metering and EV charging.
National Broadband Ireland
www.nbi.ie
DIGITAL INFRASTRUCTURE
IRELAND
£47m - PINT NAV 31 December 2024
1.3x - MOIC 31 December 2024
09.11.22 - Date of commitment
Fibre-to-the-premises network developer and operator working with the Irish
Government to support the rollout of the National Broadband Plan, targeting
connection to 560,000 rural homes.
Investment thesis and value creation strategy(1)
· Stable cash flows with inflation protection expected through the
terms of the project agreement and the prices NBI can charge to internet
service providers for access.
· Downside protection through a unique positioning in the
intervention area (the franchise area granted by the Irish Government) and a
flexible government subsidy regime.
· Attractive macro trends including increased remote working,
demographics and growth in fibre broadband take‑up to date underpin the
long‑term commercial viability of the network.
Performance update
The rollout of the National Broadband Plan - NBI's partnership with the Irish
Government - remains on plan and on budget, with a key 50% completion
milestone hit during the year. A large number of internet service providers
are now available on the network, and nationwide marketing campaigns are now
underway. The company continues to experience favourable take up, with
penetration rates higher than foreseen at this stage of the rollout expected
to eliminate the requirement for the remaining equity commitment to the
company.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results. Future
results are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
GD Towers
DIGITAL INFRASTRUCTURE
EUROPE
£43m - PINT NAV 31 December 2024
1.2x - MOIC 31 December 2024
31.01.23 - Date of commitment
Largest tower operator and telecom infrastructure network in Western Europe
with c.40,000 tower sites across Germany and Austria.
Investment thesis and value creation strategy(1)
· Majority of cash flows are contracted and index-linked,
offering strong downside protection in challenging macroeconomic conditions.
· Favourable market tailwinds from regulatory‑driven 5G coverage
requirements with significant growth opportunities.
· Organic and inorganic growth opportunities arising from acquisition
opportunities from other market participants, and numerous consolidation
opportunities in Europe.
Performance update
GD Towers continues to perform largely on track with the original investment
case. Significant progress has been made in achieving greater efficiencies in
the BTS business and reducing lead times as a result, which was one of the key
improvement areas identified in the original business plan. The company has
also achieved increased co-location revenues arising from a focus on widening
strategic relationships with other MNOs (aside from Deutsche Telekom), and has
now filled all remaining senior level roles that were identified as part of
the acquisition.
GlobalConnect
https://www.globalconnectgroup.com (https://www.globalconnectgroup.com)
DIGITAL INFRASTRUCTURE
EUROPE
£21m - PINT NAV 31 December 2024
1.1x - MOIC 31 December 2024
22.06.23 - Date of commitment
Leading pan-Nordic wholesale and retail telecoms business with extensive fibre
network and data centre portfolio.
Investment thesis and value creation strategy(1)
· Majority of cash flows are contracted and index‑linked, offering
downside protection in challenging macroeconomic conditions.
· Favourable market tailwinds from fibre adoption trends across
retail and business customers, with significant growth opportunities and
long‑term secured revenues, protecting its market position.
· Organic and inorganic growth opportunities arising from rural fibre
rollout, growing demand for larger bandwidth and numerous consolidation
opportunities.
Performance update
In line with its focus on optimal allocation of capital given the varied
dynamics of the markets it operates in, the company decided to withdraw from
the German fibre-to-the-home market. This has resulted in the business
performing below plan due to lower revenues and an expected lower terminal
value as a result. The company is instead refocusing on core markets as well
as focusing on Finland, where FTTH adoption lags the rest of the Nordic
market.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results. Future
results are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
Zenobē
www.zenobe.com (http://www.zenobe.com)
RENEWABLES & ENERGY EFFICIENCY
UK
£37m - PINT NAV 31 December 2024
1.1x - MOIC 31 December 2024
07.09.23 - Date of commitment
Zenobē provides essential infrastructure that contributes to international
power and transport sector decarbonisation targets.
Investment thesis and value creation strategy(1)
· Substantial and growing market opportunity driven by significant
capex required to meet demand for EV bus charging and electricity
grid stability.
· Market leader in core regions in a high-growth sector with
attractive expansion opportunities.
· Downside protection and inflation protection via long‑term
availability‑style contracts with high-quality counterparties.
Performance update
Although the company enjoyed a number of high-profile customer wins, Zenobē's
profitability is tracking slightly behind plan due to slower growth overall in
the bus segment of the business and the impact of volatility in battery
trading revenues which has impacted the network infrastructure side of the
business. Management expect a catch-up on the bus side of the business due to
the extent of current customer relationships and their decarbonisation
obligations. The company is now also substantially geared up for operations in
North America after finalising a number of critical appointments.
1. There is no guarantee that the investment thesis will be achieved.
Pantheon opinion. Past performance is not indicative of future results. Future
results are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
Performance
Portfolio movement
During the year, the Portfolio generated underlying growth of £79.9 million,
reflecting a 16.7% movement on the opening capital invested, adjusted for
capital calls and investments totalling £6.6 million, but before adjusting
for distributions to PINT totalling £21.3 million.
Movements in foreign exchange values resulted in a foreign exchange loss of
£5.2 million (offset at a company level by a foreign exchange hedging gain of
£5.7 million), resulting in a closing value of £531.7 million at 31 December
2024.
The Portfolio had a weighted average discount rate (WADR) of 13.6%(1) at the
year end (31 December 2023: 13.6%).
1. WADR of 13.6% is based on the discount rate or implied discount rate of
each completed investment at 31 December 2024, weighted on an investment fair
value basis (excluding undrawn commitments).
Portfolio cash flows
Over the medium term, the Company expects the Portfolio to generate cash flows
both through distributions from its investments and from investment exits, the
latter becoming realised in cash in due course through asset disposals. In
turn, these cash flows are expected to support both the reinvestment of
capital and a progressive dividend policy.
The Company's investment approach is to invest in assets with an expected hold
period that is typically, but not always, five to seven years, after which it
is expected to realise value by exiting positions according to the relevant
Sponsor's time horizon. Whilst the Company does expect some of its investments
to make distributions, cash generation is expected to be heavily weighted
towards the receipt of sale proceeds at the point of investment exit, and in
some cases no distributions are forecast.
The Company maintains a long-term forecast of both sources of cash flow, which
is derived from either the Investment Manager's base case expectations or
Sponsor updates where available. The latest projection of the Company's
cash flows from the Portfolio is summarised opposite, as at 31 December
2024.
Portfolio movement (£million)
Opening portfolio - 471.1
Capital calls and investments - 6.6
Distributions - (21.3)
Asset valuation movement - 79.9
Foreign exchange movement - (5.2)
Closing portfolio - 531.7
The projection on page 37 of the full Annual Report is based on existing
investments only and does not factor in any potential for reinvestment of
capital after realisations, which accordingly accounts for the downward trend
of distributions after realisations occur.
Whilst these projections are intended to present a plausible long-term
expectation of the Portfolio's cash flow generation, there is no guarantee
around the quantum or timing of distributions or realisations, which remain
dependent on multiple factors including underlying asset performance,
exit timing and long-term FX rate assumptions. Accordingly, they should not
be considered as guidance around financial performance.
Calpine sale
After the year end, the Company announced the conditional sale of its
investment in Calpine to Constellation Energy Corporation (CEG). The sale is
for consideration of both cash and CEG stock, and is conditional on various
regulatory approvals, which are anticipated to materialise before the end of
2025.
The Company expects the future NAVs to reflect the mark‑to‑market share
price of CEG until the position has been exited. The Company recognises that
CEG's share price has been subject to volatility since the announcement of the
sale, and further notes that the NAV at the year end broadly reflected the
terms of the sale as detailed in the CEG announcement on 10 January 2025,
namely an equivalent gross equity valuation of $16.4 billion, based on a
volume weighted average CEG share price of $238.
Until such time as the Company's effective holding in CEG is partially or
fully realised, or its exposure to CEG is otherwise mitigated through hedging
arrangements, which may be considered post sale completion, PINT's NAV
exposure is expected to be equivalent to a movement of c.$0.65
(£0.53 at 31 December 2024 FX rates) per share for every $10 movement in
the CEG share price.
H2 2024 dividend
At IPO, the Company set out to target a NAV Total Return of 8-10% p.a.
following full investment of the IPO proceeds, and an initial dividend of at
least 2p per share for the first financial period ended 31 December 2022,
rising to 4p per share for the year ended 31 December 2023, and a progressive
dividend thereafter. In line with the dividend target for the current
financial year of 4.2p per share, the Board recently declared the Company's
second interim dividend of 2.1p per share in respect of the year ended 31
December 2024, which is due to be paid on 22 April 2025.
Dividend cover
The Company has devised a measure to assess dividend coverage by calculating
the ratio of net cash flow to dividends declared in respect of a given period.
This is calculated across the whole group, including the Company's subsidiary,
Pantheon Infrastructure Holdings LP (PIH LP), through which the Company holds
the majority of its investments.
Net cash flow for this purpose is calculated as income (the sum of all income
and capital distributions that are not related to asset disposals, plus
deposit interest income) plus disposal profits (realised profits on disposal,
or disposal proceeds less original investment cost), less operating and
financing (but excluding FX hedge settlements) expenses incurred during the
same period.
On this basis, the Company's dividend cover for 2024 was 0.7x, as detailed
opposite (year to 31 December 2023: 0.3x). The dividend cover has increased in
the year as Portfolio distributions have now started to materialise. The
Company expects material progression in cash flows from the Portfolio as
realisations start to occur, which in turn is expected to flow through to
increased dividend coverage.
£m 2022 2023 2024
Income 6.1 13.1 21.7
Disposal profits - - -
Operating costs (4.6) (6.6) (6.9)
Financing costs (0.0) (1.5) (2.0)
Net cash flow for dividend cover 1.5 4.9 12.8
Dividend declared 9.6 18.9 19.7
Dividend cover 0.2x 0.3x 0.7x
Cumulative dividend cover 0.2x 0.2x 0.4x
Borrowings
In March 2024 the Company extended the term of its £115.0 million
multi-currency RCF by 15 months, to March 2027, effectively resetting the
tenor at three years with the same pricing and terms. The RCF allows the
Company to maintain liquidity for unfunded commitments and working capital
requirements whilst minimising the inefficiencies of holding excessive cash.
The RCF, which is secured on the assets of the Company, includes an
uncommitted accordion feature, which will be accessible, subject to approval,
by additional lenders, and is intended to increase over time in line with the
Company's NAV progression.
Capital allocation
As at 31 December 2024, the Company had deployed a total of £9.2 million (out
of a total commitment of £18.4 million), in buying back 11.4 million of its
own shares. Repurchased shares are held in treasury and may be subsequently
re‑issued if the Company's shares return to trading at a premium to NAV. At
the year end, the Company continued to allow for the remaining £9.2 million
of the £10.0 million originally allocated to share buybacks, as part of its
liquidity management as detailed on the analysis presented opposite.
Cash and liquidity management
At the year end, the Company had total available liquidity of £138.8 million
(31 December 2023: £144.4 million), comprising £23.8 million of cash (31
December 2023: £29.4 million) and £115.0 million (31 December 2023:
£115.0 million) of undrawn RCF capacity.
The Company maintains a policy to hold liquidity sufficient to cover all
investment commitments, including for share buybacks, due in the next twelve
months. At the year end, this amount totalled £19.1 million.
In addition to this, the Company has adopted a risk-based policy to hold
specific cash buffers in respect of potential further liquidity requirements.
These buffers include forecast operating costs, dividend payments, FX hedge
settlements due (based on mark-to-market valuations), an allowance for
emergency co-investment capital across the Portfolio, allowances for FX
movements on undrawn non‑GBP commitments and amounts held against potential
movements in the Company's FX hedging positions (calculated relative to
notional amounts and contractual maturity). At the year end, these amounts
totalled £87.5 million (31 December 2023: £79.9 million).
The net balance after taking account of all these considerations represents
the funds available to the Company for further investment. As at the year end,
this stood at £32.2 million (31 December 2023: £44.5 million).
£m(1)
Sources
Cash & equivalents 23.8
RCF 115.0
Total (A) 138.8
Commitments
Undrawn investment commitments 9.9
Undeployed share buyback commitment 9.2
Total (B) 19.1
Buffers
Operating costs 8.3
Dividends 19.7
Co-investment buffer 22.1
FX buffer on undrawn investment commitments 1.3
FX hedging buffer (see below) 36.1
Total (C) 87.5
Available funds (= A - B - C) 32.2
1. Totals do not match due to rounding.
Ongoing charges
The Company's ongoing charges figure is calculated in accordance with the
Association of Investment Companies (AIC) recommended methodology and was
1.29% for the year to 31 December 2024 (year to 31 December 2023: 1.35%).
Foreign exchange impact
In order to limit the potential impact from material movements in major
foreign exchange rates on non‑local currency investments, the Company has
put in place a foreign exchange hedging programme. The aim of this programme
is to reduce (rather than eliminate) the impact of movements in foreign
exchange rates on the Company's NAV, and to this end the Company has an
internal policy to seek to limit its unhedged exposure to 25% of NAV at any
time. Hedging is achieved through the execution of foreign exchange hedging
contracts relative to the ongoing non-local currency investment exposure. This
is subject to, inter alia, market liquidity and pricing for hedges, foreign
exchange volatilities, the composition of the Company's portfolio and the
Company's balance sheet.
The Company has entered into arrangements with six hedging counterparties, all
on an unsecured basis and subject only to margin calls if pre-specified credit
limits are breached on an individual counterparty (not aggregate) basis.
Furthermore, in line with the Investment Manager's risk policies, the Company
has adopted a policy to maintain strict liquidity buffers in relation to these
hedging positions to protect against extreme volatility‑driven margin
requirements. Details of the Company's hedging positions and associated cash
buffers are set out in the table on the page 39 of the full Annual Report.
The depreciation of EUR resulted in a negative foreign exchange movement in
the year to 31 December 2024 of (2.6)p per share (year to 31 December 2023:
loss of 1.9p per share), which was offset by a gain on the hedging programme
of 3.1p per share (year to 31 December 2023: gain of 1.5p per share).
Sensitivities
The Portfolio valuation is the largest component of the Company's NAV and is
determined by valuations provided by the underlying investment Sponsors. These
valuations are typically calculated on a discounted cash flow (DCF) basis,
which are subject to a variety of underlying assumptions that are specific to
the sector and characteristics of each Portfolio Company. The degree to which
these long-term assumptions change or are adjusted has the potential to impact
the Company's NAV. With this in mind, the Investment Manager regularly
performs an analysis across the Portfolio to determine the Company's
sensitivity to changes across key macroeconomic assumptions.
Discount rates
Discount rates are a measure of the relative risk of an investment, and
typically comprise a risk-free rate component along with a sector or
project-specific equity risk premium, which is determined relative to specific
project risks and benchmark transactions. In some cases, Sponsors use a
WACC-based discount rate to derive an enterprise valuation which is then
adjusted by net debt to give an equity value. The Company does not disclose
individual discount rates but reports the Portfolio's aggregated WADR, which
at the year end was 13.6% (31 December 2023: 13.6%).
Inflation
The extent to which a Portfolio Company's existing revenues and costs are
expected to inflate, or escalate, also impacts valuations. The escalation of
revenues and costs is often determined through contractual arrangements, with
measures including direct pass-through of a local inflation measure, fixed
escalators, inflation linkage subject to escalation caps and/or floors, or no
indexation at all. Where revenues and/or costs are directly linked to
inflation, any changes to the inflation assumptions determined by Sponsors
will impact on valuations. Sponsors typically utilise external economic
forecasts or central bank guidance for inflation assumptions. Where revenues
or costs are not contracted, escalation is determined by pricing power and
therefore requires a greater degree of judgement.
Interest rate
Interest rate assumptions impact valuations if a Portfolio Company has an
element of unhedged debt or expects to drawdown on floating rate borrowing
facilities within its business plan. Where this is the case, Sponsors will
usually update valuations to reflect the latest projections for long‑term
interbank lending, swap or risk-free rates.
business Model
Purpose
The Company has built up a global portfolio of investments with blended
risk/return profiles, and set targets across deal types, sectors and
geographies for diversification.
Our co-investment strategy differentiates us in the listed infrastructure
market.
What sets us apart Capturing secular growth
1 Sponsor relationships drive strong deal flow, allowing for highly selective Digital infrastructure · Growth in mobile data traffic.
investment process.
Deal · Growth in 5G connected devices.
selectivity
2 Access to investments across sourcing Sponsors, sectors and geographies. Renewables & energy efficiency · Average cost reduction for solar/wind.
Diversification · Increasing global installed wind/solar capacity.
3 Ability to choose deals alongside a Sponsor with a distinct edge who may be Power & utilities · US/Europe transitioning grids to accommodate more renewable
best placed to create value. energy.
Sponsor specialisation
· US coal power plant retirements.
4 Co-investments typically offered with no ongoing management fee/carried Transport & logistics · Increased global trade.
interest charged by the Sponsors.
Fee efficient · Higher e‑commerce penetration.
· Nearshoring or 'friendshoring' of supply chains.
Pantheon's investment process
Sourcing Screening Due Approval Valuation
and diligence and
origination execution
Pantheon leverages its extensive network and relationships with Sponsors to The first stage of investment evaluation involves assessing deal alignment Deeper analysis follows, including reviewing financial models, market trends, After favourable due diligence, the final investment recommendation is Ongoing valuations are typically based on those provided by Sponsors, in line
access investment opportunities. Sponsors often face concentration limits, with fund strategy, potential returns, risk factors and Sponsor credibility sector/company outlooks and a risk review. Key return considerations include presented for approval. Once approved, deals move into legal closing, where with IPEV guidance. Sponsors are usually considered the best party to
introducing the need for co-investment on larger transactions, and Pantheon's and alignment. existing business profitability, organic growth potential, capital structure agreements are finalised, deal structure is optimised and allocations are determine the appropriate valuation due to intimate knowledge of the assets
proven ability to provide capital at scale and speed makes it a preferred
optimisation, M&A assumptions, operational efficiencies and potential for determined across clients. and the market environment. Infrastructure asset valuations are often prepared
co-investor. multiple expansion. Analysis is focused on internal rate of return (IRR) and on a DCF basis, where fair value is estimated by deriving the present value
multiple on invested capital (MOIC) outcomes under various downside scenarios. of forecast cash flows generated based on long‑term business assumptions.
Reasons for rejection at this stage include: sector concerns, quality of
assets, limited Sponsor track record, alignment concerns and time horizons.
Factors that lead to deal rejection include poor asset quality, lack of
strategic fit, weak governance and unfavourable pricing or assumptions.
How we create value
Investors Shareholders PINT's business model creates value by allowing Pantheon, the Investment
Manager, to allocate capital and invest on its behalf alongside the Sponsors
Investors in PINT can participate in a globally diversified portfolio of that it believes have a distinct edge in a particular infrastructure sector.
infrastructure assets alongside other leading private asset managers and
institutional investors.
Vehicle PINT (public) Other Pantheon funds (private)
PINT has access to Pantheon's deal sourcing platform. Pantheon provides a broad sourcing network with leading private asset
investment managers and has strong relationships with Sponsors it can leverage
on behalf of PINT.
Since PINT is publicly listed, any retail or institutional investor is able to
benefit from any value it creates.
Refer to the Investment Manager's 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.
Target returns
8-10% p.a. NAV Total Return per share
4.2p per share(1) second year dividend
1. Dividends paid and declared relating to the year to 31 December 2024.
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.
Read our investment policy on page 130 of the full Annual Report.
Total returns
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.
CAPTURING LONG‑TERM GROWTH Exposure to growth dynamics within infrastructure sub‑sectors including the
transition to a net zero carbon economy and the digitalisation of social and
economic activity.
RESILIENT CASH FLOW ASSETS Emphasis on direct infrastructure assets with substantial contracted cash
flows and conservative leverage creates a portfolio with downside protection.
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 Sponsors.
INFLATION PROTECTION Natural hedge against rising inflation with certain assets benefiting from
inflation protection.
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.
SUSTAINABILITY APPROACH
The Board of PINT recognises the crucial role that sustainability factors can
play in influencing long‑term investment performance.
Under the guidance and oversight of the Sustainability Committee and working
collaboratively with the Pantheon team, PINT has benefited from Pantheon's
approach to sustainability. This involves taking a systematic and strategic
approach to integrating material sustainability considerations into the
assessment of investment risks and opportunities, embedding this as a core
element across all investment processes.
Investing in infrastructure is central to PINT's business model. Sound
sustainability practices and operating sustainably are integral to building a
resilient infrastructure business and maximising long-term value for our
shareholders and other stakeholders.
PINT is classified as Article 8 under the European Union's Sustainable Finance
Disclosure Regulation (SFDR). To support its promoted environmental/social
characteristics, PINT has adopted an investment policy which restricts
investments in specific excluded sectors, i.e. coal (including coal-fired
generation, transportation and mining), oil (including upstream, midstream and
storage), upstream gas, nuclear energy and mining.
PINT's Board is ultimately responsible for its sustainability, and through its
Sustainability Committee oversees and reviews its Sustainability Policy, which
can be found on PINT's website (www.pantheoninfrastructure.com). The Committee
is chaired by Ms Finegan, an independent non-executive Director, and consists
of PINT's Board members along with Pantheon's Global Head of Sustainability.
Full biographies of the Board Committee members can be found on page 63 of the
full Annual Report.
The publication of the last year's sustainability report saw enhanced
disclosures across governance, strategy and risk management, with additional
transparency on climate‑related risks at asset level, largely due to
increased data collection. The focus since then has been on engagement by
Pantheon with Sponsors both to continue to improve data quality, as well as
share best practice. Biodiversity is an area which is now coming into focus
with Sponsors' approaches to integrating biodiversity risks and impacts into
their investment process being assessed.
As Investment Manager, Pantheon is tasked with delivering this Sustainability
Policy day-to-day.
Pantheon's group-wide Sustainability Policy can be found on Pantheon's website
(www.pantheon.com). Its objective is to ensure that material sustainability
considerations are appropriately reflected in Pantheon's pre- and
post‑investment processes.
Pantheon is rigorous in assessing and managing sustainability-related risks in
its managed Portfolio and identifying opportunities.
As stewards of our investors' capital, Pantheon has a role to play in
identifying those sustainability issues that could have a material positive or
negative impact on the financial value of an investment.
Equally, Pantheon is experienced in actively seeking investments in
opportunities arising from the global energy transitions, aligned
with PINT's strategy and investment mandate.
Pantheon has embedded sustainability considerations into its investment
processes, from the initial screening of opportunities, through due diligence,
engagement and post-investment monitoring.
Pantheon's focus recently has been on enhancing its screening and due
diligence on deals from a sustainability perspective. Pantheon's approach to
sustainability is called TIES - which stands for Transparency, Integration,
Engagement and Solutions - as this encapsulates the strong ties between
Pantheon, the Sponsors and the Portfolio Companies. As part of this, Pantheon
recently developed proprietary sustainability scorecards, incorporating a
range of topics including climate risk, reputational risk and biodiversity.
Pantheon is committed to promoting sustainability practices across the
infrastructure industry through its participation in a variety of industry
initiatives and by using its position on advisory boards worldwide to promote
high standards on behalf of PINT among Sponsors and investee companies.
Pantheon TIES
TRANSPARENCY
Enhanced transparency through improved sustainability practices, tools and
resources
INTEGRATION
Integration of sustainability factors into each stage of the investment
process
ENGAGEMENT
Consistent Sponsor, industry and investor engagement to develop and share best
practice on assessing sustainability factors
SOLUTIONS
Developing Pantheon's capability to offer innovative solutions that meet
investors' requirements
Pantheon's enhanced ESG framework
SCREENING DUE DILIGENCE MONITORING/ENGAGEMENT REPORTING
Sustainability process applied to all investment opportunities Sustainability scorecard used to assess: Monitoring: Focusing efforts on standardised sustainability reporting templates to align
with:
1. Private markets manager 1.Private markets manager data collection
1. SFDR metrics
2. Private markets fund 2. Portfolio Company data collection
2.ESG Data Convergence Initiative metrics (EDCI)
3. Single-company deal
3. Task Force on Climate-related Financial Disclosure requirements (TCFD):
4. Multi-company deal
Engagement:
1. Private markets manager: targeted engagement based on scorecard
2. Industry: advocate for sustainability best practice through industry trade bodies
In practice In practice
Enhancing Sustainability
data collection systems
Integrated into sustainability scorecard In practice
Sustainability scorecard output included in Investment Committee memos
Sustainability Disclosures
In mid-2024, PINT's 2023 sustainability report was published, which included
detailed climate risk disclosures in accordance with the recommendations of
the TCFD. The sustainability report sets out how climate-related risks are
integrated into PINT's governance, strategy, risk management and metrics and
targets.
The Company looks forward to sharing PINT's 2024 sustainability report, which
will incorporate more detailed reporting in accordance with the TCFD
recommendations. The table below illustrates the progress made to date.
Area Disclosures Reference Summary of progress
Governance a) Describe the Board's oversight of climate‑related risks and · Corporate governance: page 68 of the full Annual Report · PINT's Board is ultimately responsible for its sustainability, and
opportunities.
formally established its Sustainability Committee in July 2023 to oversee and
· Investment process: page 43 of the full Annual Report review these activities as set out in the Sustainability Policy. PINT is
b) Describe management's role in assessing and managing
committed to sustainability throughout its supply chain. The appointment of
climate‑related risks and opportunities. · Sustainability Approach: page 46 of the full Annual Report third parties is overseen by the PINT Board and reviewed annually at the
Management Engagement Committee.
· Sustainability Committee Report: page 84 of the full Annual Report
· Pantheon executes PINT's strategy, makes investment decisions,
monitors climate-related performance and reports to the Board on progress.
Strategy a) Describe the climate-related risks and opportunities the · Chair's statement: page 7 of the full Annual Report · PINT will not invest in infrastructure assets whose principal
organisation has identified over the short, medium and long term.
operations are in:
· Our market: page 15 of the full Annual Report
b) Describe the impact of climate‑related risks and opportunities on
· coal (including coal-fired generation, transportation and mining);
the organisation's businesses, strategy and financial planning. · Investment strategy: page 45 of the full Annual Report
· oil (including upstream, midstream and storage);
c) Describe the resilience of the organisation's strategy, taking into · Principal risks and uncertainties: page 57 of the full Annual
consideration different climate‑related scenarios, including a 2°C or Report · upstream gas;
lower scenario.
· Viability statement: page 61 of the full Annual Report · nuclear energy; and
· mining.
· Pantheon developed a Climate Scenario Analysis tool, in partnership
with an external consultant, that provides a high-level overview of climate
transition impact on our investments, pinpointing sector and region-specific
risks and opportunities.
· The scenario analysis tool utilises scenario data based on three
climate scenarios (in line with the FCA's TCFD reporting obligations): the
2°C orderly transition, the 2°C disorderly transition, and the 4°C 'hot
house' world. The overall risk rating combines physical and transition risk
exposure by company resulting in a 1-9 rating where 9 represents the highest
level of risk, based on mapping of each underlying portfolio company to its
sector‑geography combination.
Risk management a) Describe the organisation's processes for identifying and assessing · Principal risks and uncertainties: page 57 of the full Annual · The Company has a comprehensive risk and governance framework to
climate-related risks. Report ensure all risks, including Sustainability and climate‑related risks, are
monitored and managed with due care and diligence.
b) Describe the organisation's processes for managing
climate‑related risks. · The Board exercises oversight of this framework, through its Audit
and Risk Committee, and sustainability-related risks and opportunities are
c) Describe how processes for identifying, assessing and managing additionally considered by the Sustainability Committee.
climate-related risks are integrated into the organisation's overall risk
management. · The results of Pantheon's scenario analysis can be found in in
PINT's 2023 sustainability report.
Metrics and targets a) Disclose the metrics used by the organisation to assess · Sustainability Approach: page 46 of the full Annual Report · PINT has committed to report certain climate-related metrics, as
climate‑related risks and opportunities in line with its strategy and risk set out on page 40 of the full Annual Report of its recent sustainability
management process. report, including:
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse · GHG emissions data (tCO(2)e);
gas (GHG) emissions, and the related risks.
· carbon intensity (tCO(2)e/£m revenue); and
c) Describe the targets used by the organisation to manage
climate‑related risks and opportunities and performance against targets. · carbon footprint (tCO(2)e/£m NAV).
Looking ahead, PINT also understands that the consideration of sustainability
factors in infrastructure investments is an ever-evolving space.
Whilst PINT aims to remain nimble to changing market dynamics, we also remain
committed to continuously improving sustainability practices and to encourage
best practice across the industry. To this end, looking ahead at the coming
months, we are prioritising:
SUSTAINABILITY PERFORMANCE
Improving the sustainability performance of the PINT portfolio through
enhanced engagement to ensure better data collection and disclosures from
underlying assets. The focus over the next year will be on engagement with
Sponsors to continue to improve data quality and availability to enhance
sustainability reporting.
SPONSOR ENGAGEMENT ON SUSTAINABILITY MATURITY
Continuing to engage Sponsors, share best practice and evaluate progress
through Pantheon's Annual Sustainability Survey.
BIODIVERSITY ASSESSMENT:
Enhancing our assessment of Sponsors' approaches to integrating biodiversity
risks and impacts into their investment processes.
S172(1) Statement
The overarching duty of the Directors is to act in good faith and in a way
that is most likely to promote the success of the Company, as set out in
section 172 of the Companies Act 2006 the ('Act').
Directors' duties
Overview
The Directors must take into consideration the interests of the various
stakeholders of the Company, the impact the Company has on the community and
the environment, take a long‑term view on the consequences of the decisions
they make, and aim to maintain a reputation for high standards of business
conduct and fair treatment between the members of the Company. Fulfilling this
duty supports the Company in achieving its investment strategy and making
decisions in a responsible and sustainable way.
During the year, the Directors consider, in good faith, that they have acted
in a way that would most likely promote the long‑term success of PINT for
the benefit of its members as a whole, with due regard to the likely
consequences of any decisions in the long term, as well as the interests of
shareholders and other stakeholders, as required by the Act. Overleaf, the
Directors explain how they discharged these duties.
Stakeholders and long-term decisions
PINT is an externally managed investment company and does not have any
employees or customers. Its key stakeholders are its shareholders, the
Investment Manager, Sponsors, Portfolio Companies, service providers, lenders
and regulators. The Board considers the feedback from, and views of, PINT's
stakeholders at every Board meeting, and all discussions involve careful
consideration of the longer‑term consequences of any decisions and their
impact on stakeholders. Below describes how the Company engages with its
stakeholders to understand their views, how they are affected by the Board's
decisions, how their feedback shapes decisions and any outcomes. They also
explain how PINT fosters business relationships with suppliers, customers and
others, and maintains a reputation for high standards of business conduct.
PINT's impact on the environment, and how PINT and the Investment Manager
approach sustainability, are explained in detail on pages 46 to 51 of the full
Annual Report.
Shareholders
Importance
Holding PINT shares offers investors a liquid investment vehicle through which
they can obtain exposure to PINT's portfolio of infrastructure investments,
therefore, continued shareholder support and engagement are critical to the
business and the delivery of PINT's long‑term strategy.
Board engagement
The Board is committed to maintaining open channels of communication and to
engaging with shareholders in ways they find most meaningful, these include:
· AGM
The Company will hold its third AGM on 19 June 2025 and welcomes and
encourages shareholders to participate in the meeting. Shareholders will have
the opportunity to meet the Directors and the Investment Manager, ask
questions and provide feedback. The Board values the feedback and questions it
receives and takes action or makes changes, as and when appropriate.
· Publications
The annual, interim and sustainability reports are an opportunity for PINT to
provide information and updates on the Company to its stakeholders. Feedback
and/or questions PINT receives help the Company to evolve its reporting,
aiming to render the reports and updates more insightful, transparent and
understandable.
· Shareholder meetings
The Chair, the Board and Pantheon meet with shareholders throughout the year;
the Investment Manager holds presentations for institutional investors and
analysts, and all shareholders are invited to join PINT's capital markets
day. The Company always responds to communications from shareholders, and
anyone wishing to communicate with the Board can contact the Company
Secretary at: pintcosec@cm.mpms.mufg.com or by writing to PINT's
registered office.
· Shareholder concerns
In the event that shareholders wish to raise issues or concerns, they are
welcome to do so at any time by writing to the Chair or the SID at PINT's
registered office. All Board members are also available to shareholders if
they have concerns or questions.
· Investor relations updates
At every Board meeting, the Directors receive updates from the Investment
Manager and the Company's broker on the Company's trading activity and share
price performance, especially during periods when PINT's shares are trading at
a discount.
Outcome
During the year, the Board, assisted by the Investment Manager and the Broker:
· discussed the feedback and views of our shareholders received at
investor calls and our 2024 AGM;
· received and discussed feedback from all meetings with
shareholders, taking it into account when making decisions (examples are
included on page 56 of the full Annual Report); and
· made changes to reporting, in response to questions and feedback
received.
The Investment Manager
Importance
The Investment Manager's performance is critical for the Company to deliver
its investment strategy successfully and meet its objective of providing
shareholders with attractive and consistent returns over the long term.
Board engagement
Maintaining a close and constructive working relationship with the Investment
Manager is crucial as the Board and the Investment Manager both aim to achieve
consistent, long‑term returns in line with the Company's investment
strategy. Important components in the collaboration with the Investment
Manager, representative of the Company's culture, are:
· encouraging an open discussion with the Investment Manager,
including adopting a tone of constructive challenge;
· the interests of the Company, shareholders and the Investment
Manager are, for the most part, well aligned;
· thorough review of the Investment Manager's performance, including
the terms of engagement;
· drawing on Directors' individual experience and knowledge to
support and challenge the Investment Manager in its monitoring of Portfolio
Companies and engagement with Sponsors; and
· willingness to make the Directors' experience available to support
the Investment Manager in the long‑term development of its business,
recognising that the long‑term health of the Investment Manager's business
is in the interests of shareholders in the Company.
Outcome
· Details of the annual review of the Investment Manager carried out
by the Board can be found on page 81 of the full Annual Report.
Sponsors/Portfolio Companies
Importance
PINT's investment strategy is focused on backing Sponsors who create
sustainable value in the underlying Portfolio Companies. The Investment
Manager has extensive networks and relationships with Sponsors globally, which
gives the Company access to attractive investment opportunities.
Board engagement
The Board receives updates at each scheduled Board meeting from the Investment
Manager on specific investments, including regular valuation reports and
detailed portfolio and returns analyses. More details of Pantheon's engagement
with Sponsors and due diligence of Portfolio Companies through the investment
process and its investment strategies can be found on pages 43 to 45 of the
full Annual Report and in the Investment Manager's report. Details of how
Pantheon carries out portfolio management, as well as information on how
Sponsors consistently transform companies to create long‑term value, can be
found in the Investment Manager's report on pages 29 to 35 of the full Annual
Report.
Outcome
The Board makes an active effort to better understand PINT's Portfolio
Companies, and in 2024, the Directors spent a day with the management of
GlobalConnect, provider of digital infrastructure and data communication in
the Nordics.
The Administrator, the Company Secretary, the Registrar, the Depositary and
the Broker
Importance
In order to function as an investment trust listed on the London Stock
Exchange, the Company relies on a diverse range of advisers for support in
meeting all its relevant obligations.
Board engagement
The Board maintains regular contact with its key external providers and
receives regular reports from them, both through Board and Committee meetings,
as well as outside the regular meeting cycle. Their advice, as well as their
needs and views, are routinely taken into account. The Board (through the
Management Engagement Committee) formally assesses the performance, fees and
continuing appointment of key service providers to ensure that they continue
to provide effective support and are appropriately remunerated to deliver the
expected level of service.
Outcome
In 2024, the Directors carefully considered whether all appointments remained
in PINT's best interests, considered the various fees paid by PINT, and
ultimately, the Board followed the Management Engagement Committee's
recommendations to retain PINT's key advisers.
The environment and society
Importance
The Board of PINT believes that sound sustainable practices are integral to
building a resilient infrastructure business and creating long‑term value
for shareholders and other stakeholders. Investing responsibly in
infrastructure is central to PINT's business model.
Board engagement
The Board (through the Sustainability Committee) works closely with Pantheon
and, despite the fact that its level of control over investments is limited,
seeks, through its Investment Manager and the Sponsors, to encourage and
influence investee companies to improve their sustainability and ESG
performance. Full details of the Investment Manager's approach to
sustainability can be found on pages 46 to 51 of the full Annual Report.
Outcome
The report of the Company's Sustainability Committee can be found on pages 84
to 85 of the full Annual Report, and PINT's sustainability report for
2023 can be accessed on PINT's website at www.pantheoninfrastructure.com.
Lenders
Importance
Availability of funding is crucial to PINT's ability to take advantage of
investment opportunities as they arise, as well as to meet any future unfunded
commitments.
Board engagement
The Company aims to demonstrate to its facility providers, Lloyds and RBSI,
that it is a well‑managed business, capable of consistently delivering
long‑term returns. Regular dialogue between the Investment Manager and
lenders is crucial to supporting the Company's relationship with them.
Outcomes
Details of the RCF PINT has put in place can be found on page 39 of the full
Annual Report.
Regulators
Importance
The Company can only operate as an investment trust and a listed company if it
conducts its affairs in compliance with applicable rules and regulations.
Regulators such as the Financial Conduct Authority (FCA) and the Financial
Reporting Council (FRC) have a legitimate interest in how PINT operates in the
market and treats its shareholders.
Board engagement
The Board regularly considers how it meets its regulatory and statutory
obligations and how any governance decisions it makes can have an impact on
its stakeholders, both in the shorter and in the longer term. The Board
receives reports from its third‑party providers, including the Investment
Manager and the Company Secretary, on the Company's compliance and considers
any inspections or reviews that are commissioned by regulatory bodies.
Outcomes
The Board regularly checks that PINT's policies and procedures remain
compliant with all applicable regulations.
The mechanisms for engaging with stakeholders are kept under review by the
Directors and are discussed on a regular basis at Board meetings to ensure
that they remain effective. Examples of the Board's principal decisions during
the year, how the Board fulfilled its duties under section 172 and the related
engagement activities, are set out below:
PRINCIPAL DECISION LONG-TERM IMPACT STAKEHOLDER CONSIDERATIONS AND ENGAGEMENT OUTCOME
Extension of the term of the RCF The RCF extension provides the Company with longer‑term certainty over its The Investment Manager engaged extensively with Lloyds and RBSI, PINT's On 19 March 2024, PINT announced that it had agreed to extend the term of its
liquidity position and, in time, is expected to support further investment in existing lenders, to agree the extension of the facility. multi‑currency RCF of £115 million. The loan facility will now mature in
high‑quality infrastructure assets from Pantheon's investment pipeline. March 2027; the terms, including pricing, remained broadly unchanged.
Increasing the budget for the share buyback programme The Board regularly assesses the Company's optimal approach to capital The Board made its decision following hearing the views of, and feedback from, On 3 April 2024, as part of the 2023 results, the Company announced that an
allocation in light of its forecast cash flows, dividend target and shareholders, as well as the advice of our broker and the Manager - the Board additional £8.4 million had been allocated for further share buybacks, to
expectations of dividend cover. believes that seeking to address the discount is important to the Company, and restore the total remaining (at the time) programme commitment to £10
our investors, and that share buybacks represent an attractive use of million.
shareholders' capital where surplus means are available.
New recruitment to the Board Continued refreshing of the Board is important to ensure that PINT's Board has The Board considered: the recommendations and expectations of stakeholders, In February 2025, PINT announced the appointment of Tony Bickerstaff to the
the right skills, experience and diversity to deliver the Company's including the Parker Review panel; shareholders; best practice; and the views Board. More details are on page 83 of the full Annual Report.
long‑term strategic plans and ambition. of proxy voting agencies.
PRINCIPAL risks and uncertainties
Integrity, objectivity and accountability are embedded in the Company's
approach to risk management.
The Company is exposed to a variety of risks and uncertainties and the Board
is ultimately responsible for the risk management of the Company. It seeks to
achieve an appropriate balance between mitigating risk and generating
long-term sustainable risk-adjusted returns for shareholders. Integrity,
objectivity and accountability are embedded in the Company's approach to risk
management. The Board exercises oversight of the risk framework, through its
Audit and Risk Committee, and has undertaken a robust assessment and review of
the principal risks facing the Company, including those that would threaten
its business model, future performance, solvency or liquidity.
The Company is reliant on the risk management frameworks of the Investment
Manager and other key service providers, as well as on the risk management
operations of each Portfolio Company. The Board manages risks through reports
from the Investment Manager and other service providers and through regular
updates on the operational and financial performance of Portfolio Companies.
For each risk, and for emerging risks, the likelihood and consequences are
identified, and the management controls and frequency of monitoring are
confirmed and reviewed during Audit and Risk Committee meetings. Please see
below a summary of the principal risks and their mitigation.
RISK DESCRIPTION OF RISK MITIGATION
Investment performance · A fall in demand for the Portfolio Companies' services or products · The Investment Manager conducts sensitivity analysis and demand
below the levels used in underlying valuation assumptions could lead to stress testing in its due diligence on assets.
Level adverse financial performance of the Portfolio Company.
· The Company co-invests alongside experienced Sponsors who work
· Performance below its target and not comparable to closely with the management teams of each Portfolio Company.
benchmark/industry average may lead to a fall in PINT's quoted share
price. · The investment strategy is to target assets that have the majority
of their cash flows protected through contractual structures or regulatory
· Consistently poor performance may lead to fall in quoted share underpinning, which limits demand risk.
price and impact discount.
· The Board reviews the investment performance of the Company on a
quarterly basis to ensure adherence to the investment policy.
Market conditions and macroeconomic risk · Macroeconomic or market volatility, as the result of the Russian · The Company targets a diversified infrastructure programme with
invasion of Ukraine and the conflict in the Middle East, presents a exposures across sectors and geographies; historically, infrastructure
Level significant threat to the global economy, resulting in a potential combination sub‑sectors have exhibited low to moderate correlation of returns relative
of high inflation, interest rates and uncertain supply chains, which flows to one another.
through to pricing, valuations and Portfolio performance.
· The Company has a foreign exchange hedging programme in place.
· Change in foreign exchange rates may affect the value of the
Company's investments. · Portfolio Companies could put in place inflation protection by
seeking to include inflation adjustment mechanisms in their contracts.
· Recession in Europe, the US or the UK could impact the growth
prospects of one or more of the Portfolio Companies. · Certain Portfolio assets already provide inflation protection via
contracted revenues linked to inflation.
· Rising inflation and interest rates may lead to higher financing
costs for a Portfolio Company, which could adversely impact its profits. · Portfolio Companies could also put in place interest rate hedges.
· Discount rates used in the valuation of investments may need to · Discount rates are reviewed regularly as part of quarterly
increase in line with increasing interest rates. valuations.
Political and regulatory changes · Political actions and regulatory changes may adversely impact the · The Company predominantly targets investments in North America,
operating and revenue structure of Portfolio Companies. Europe and Australasia which have broadly stable legal, political and
Level
regulatory regimes.
· Complexity of government regulatory standards may result in
litigation/disputes over interpretation and enforceability. · 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.
Share price trading below NAV · Market sentiment has resulted in the Company's share price falling · Alternative forms of capital such as debt can be considered.
below its NAV, which is currently preventing new equity capital raises. An
Level inability to raise new equity capital is inhibitive to scaling the Portfolio. · Opportunistic sale of targeted existing assets.
· The Company has put in place a share buyback programme and has been
buying back shares.
· The Investment Manager constantly targets new shareholders.
Liquidity management, including level and cost of debt · Failure to manage the Company's liquidity position, including cash · Regular reporting of current and projected liquidity, under both
and credit facilities, could result in insufficient liquidity to pay dividends normal and stress conditions.
Reducing and operating expenses or to make new or support existing investments.
· Liquidity availability is assessed during the allocation of new
· High levels and cost of debt within the Company and/or the special investment opportunities.
purpose vehicles which invest in the Portfolio Companies could result in
covenant breaches and/or increased volatility in the Company's NAV. · 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 · The Board conducts quarterly reviews of the investment portfolio
assets, operators, geographies and asset types. This could impact NAV and against the Company's investment policy and criteria.
Level ultimately affect the Company's targeted rate of return.
· Investment restrictions outlined in the investment policy are
designed to reduce portfolio concentration risk.
· The Company currently has a balanced portfolio of 13 investments
across the infrastructure sub-sectors it targets.
Valuation risk · In valuing its investments in Portfolio Companies and publishing · The valuation of investments is based on periodically audited
its NAV, the Company relies to a significant extent on the accuracy of valuations that are provided by Sponsors.
Level financial and other information provided by underlying Sponsors, to the
Investment Manager. There is the potential for inconsistency in the valuation · Pantheon carries out a formal valuation process involving quarterly
methods adopted by Sponsors of these companies and/or for valuations to be reviews of valuations, the verification of audit reports and a review of any
misstated. potential adjustments required to ensure reasonable valuations in accordance
to fair market value principles under Generally Accepted Accounting Principles
(GAAP).
· In due course, valuations should be validated by realisations of
the underlying Portfolio Companies.
Investment Manager · An over‑reliance on the Investment Manager. A failure of the · The Board performs an ongoing review of the Investment Manager's
Investment Manager to retain or recruit appropriately qualified personnel, or performance in addition to a formal annual review.
Level put in place an appropriate succession plan, may have a material adverse
effect on the Company's overall performance. · Pantheon continues to invest in its talent and regularly considers
succession planning.
Tax status and legislation · Failure to observe requirements to maintain investment trust tax · The Board, through the Company Secretary, ensures that the Company
status in the UK. meets the criteria to maintain the current investment trust status of the
Level
Company.
· Failure to understand tax risks when investing or divesting could
lead to tax exposure or financial loss. · 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 · The Board reviews and signs off contractual arrangements with all
an inability to perform key functions (e.g. reporting, record keeping etc.) key service providers.
Level effectively. This could result in the loss of Company information, errors in
published information or damage to its reputation. · The Board reviews the performance of key service providers
annually.
Cyber security · Cyber security risk which could arise from reputational damage from · The Audit and Risk Committee reviews service providers' cyber
theft or loss of confidential data through cyber hacking. security arrangements, controls and business continuity processes to ensure
Level any data loss is mitigated and reputational damage is minimised.
Climate change · Climate change causing physical and transition risks could impact · The Investment Manager conducts due diligence in relation to
the financial performance of the Portfolio. Physical risks arising from climate change matters before making investment decisions.
Level extreme weather events could impact the operations of a Portfolio Company. In
addition, transition risk in terms of policy, legal, technological, market and · The Company invests in assets with strong management teams that
reputation risks could negatively impact the operations of the assets. have a long track record of actively managing physical risks such as
maintenance schedules.
· The Company has in place an ESG & Sustainability Policy,
including taking account of sector exclusions.
Global geopolitical risk · Geopolitical turbulence (e.g. trade wars, Ukraine/Russia, · Pantheon continuously monitors geopolitical developments and
Israel conflict): medium and long‑term impact of global economies, societal issues relevant to its business.
Rising including energy prices and interest rates, and individual companies to which
the Company has exposure. · Assessment of exposures to impacted assets and monitoring of
overall programme against industry benchmarks.
· New or increasing geopolitical risks including further conflict,
supply chain disruption (e.g. Red Sea), sanctions, new legislation (e.g. US · The Company monitors the impact of geopolitical trends on the
tariffs), investment restrictions, impact of new global world order. overall Portfolio as well as on individual sectors and companies.
· Market and currency volatility may affect returns. Geopolitical · Portfolio Companies are in OECD countries.
undercurrents may disrupt long-term investment and capital allocation decision
making.
Viability statement
Period of assessment
Pursuant to provision 31 of the UK Corporate Governance Code 2018, and the AIC
Code of Corporate Governance, the Board has assessed the viability of the
Company over a three‑year period from 31 December 2024. The Directors
consider that a three‑year period to December 2027 is appropriate for
assessing the Company's viability. There is greater predictability of the
Company's cash flows over that time period and increased uncertainty
surrounding economic, political and regulatory changes over the longer term.
The Company has a diverse Portfolio of infrastructure investments, expected to
produce cash distributions which cover costs, and eventually expected to cover
the Company's dividend target as the Portfolio matures and realisations occur.
The defensive nature of the Portfolio and of the essential services that the
businesses in which the Company invests provide to their customers, are being
demonstrated in the current climate, with infrastructure assets providing
strong downside protection across market cycles given the regulated and highly
contracted nature of cash flows, which typically offer strong inflation
protection.
Against this background, in making their assessment, the Directors have
reviewed the reports of the Investment Manager in relation to the resilience
of the Company, taking account of its current position, the principal risks
facing it in a downside scenario including disruption to the supply chain and
increases in the cost of living, inflationary expectations, interest rate
rises, and any further impact of climate change on the Company's portfolio. As
discussed in Note 1 to the financial statements, the effectiveness of any
mitigating actions and the Company's risk appetite were also considered as
part of the various downside liquidity scenario modelling carried out, after
which the Directors came to their conclusion as to the Company's viability
over the three‑year period.
The Investment Manager considers the future cash requirements of the Company
before acquiring or funding investments in Portfolio Companies. Furthermore,
the Board receives regular updates from the Investment Manager on the
Company's cash and debt position. The RCF was undrawn at 31 December 2024. It
is assumed that the RCF will be renewed on similar terms prior to its maturity
in March 2027.
The Board considered the Company's viability over the three‑year period
based on a working capital model prepared by the Investment Manager. The
working capital model forecasts key cash flow drivers such as capital
deployment rate, investment returns and operating expenses. As part of the
modelling, no capital raises were assumed to occur during the three‑year
period.
The results of stress testing showed that the Company would be able to
withstand the impact of various scenarios occurring over the three-year
period. The Directors also considered the Company's position with reference to
its investment trust structure, its business model, its business objectives,
the principal risks and uncertainties as detailed on pages 57 to 60 of the
full Annual Report and its present and projected financial position. As part
of the overall assessment, the Directors took into account the Investment
Manager's culture, which emphasises collaboration and accountability, the
Investment Manager's conservative approach to balance sheet management, and
its emphasis on investing with underlying Sponsors that are focused on
generating outperformance.
To support their statement, the Directors also took into account the nature of
the Company's business, including the available liquidity, the potential of
its portfolio of investments to generate future income and capital proceeds,
and the ability of the Directors to minimise the level of cash outflows, if
necessary. Based on the above assessment, the Directors have a reasonable
expectation that the Company will be able to continue in operation and meet
its liabilities as they fall due over the three-year period to December 2027.
On behalf of the Board
Vagn Sørensen
Chair
31 March 2025
board of directors
VAGN SØRENSEN
Chair and Nomination Committee Chair
Appointed to the Board 4 October 2021
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 served as President and Chief
Executive Officer for Austrian Airlines Group in Austria, a business with
approximately €2.5 billion of turnover, 8,000 employees and listed on the
Vienna Stock Exchange.
Mr Sørensen also served as Chair 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
chair of a number of their Portfolio Companies. Since 2008, Mr Sørensen has
been a senior adviser to Morgan Stanley Investment Bank.
Mr Sørensen is currently Chair of Air Canada (since 2017) and a
non‑executive director of CNH Industrial and Royal Caribbean Cruises.
Previous non‑executive appointments have included Chair of SSP Group
(2006-2020), Chair of Scandic Hotels AB (2007‑2018), Chair of TDC A/S
(2006-2017) and Chair of FLSmidth & Co (2009‑2022).
ANNE BALDOCK
Senior Independent Director and Chair of the Remuneration Committee
Appointed to the Board 4 October 2021
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), 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 and Chair of
the Investment Committee for East West Railway Company Limited (the
government‑owned company constructing the new Oxford to Cambridge railway),
Ms Baldock also serves as the Senior Independent Director, as well as Chair of
the Remuneration and Nomination Committees, of the Restoration and Renewal
Delivery Authority Limited (the delivery body created by parliament to deal
with the restoration of the Houses of Parliament). Among her previous roles,
Anne served as a non‑executive director and Chair of the Remuneration
Committee of Electricity North West Limited, a non‑executive director of
Thames Tideway Tunnel, non‑executive director of Hydrogen Group
(AIM‑listed) and a Trustee of Cancer Research UK.
ANDREA FINEGAN
Management Engagement Committee and Sustainability Committee Chair
Appointed to the Board 4 October 2021
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 £8 billion
infrastructure asset portfolio, latterly as Board Director and Head of Asset
Management. Ms Finegan subsequently served as 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, then, in
2013, 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 Schroders
Greencoat 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'DONNELL BOURKE
Audit and Risk Committee Chair
Appointed to the Board 4 October 2021
Mr Patrick O'Donnell Bourke is an experienced board member with more than 29
years of experience in energy and infrastructure.
After graduating from Cambridge University, Mr O'Donnell 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 O'Donnell Bourke joined Viridian Group
Plc as Group Finance Director and later became Chief Executive, appointed by
the private equity shareholder following takeover in 2006.
In 2011, he joined John Laing Group, a specialist international investor in,
and manager of, greenfield infrastructure assets where he served as CFO until
his retirement in 2019. While at John Laing, he was part of the team which
launched the John Laing Environmental Assets Fund (now Foresight
Environmental Infrastructure) on the London Stock Exchange in 2014.
Mr O'Donnell Bourke currently serves as Chair of the Audit Committee of
Harworth Group Plc (a leading UK regenerator of land and property for
development and investment). Mr O'Donnell Bourke was previously Chair of
Ecofin US Renewables Infrastructure Trust Plc, 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.
ANTHONY BICKERSTAFF
Non-executive Director
Appointed to the Board 11 February 2025
Mr Anthony Bickerstaff has had a successful executive and non-executive career
and is an experienced finance professional with commercial, strategic and
financial expertise across the infrastructure, energy, utilities,
transportation and logistics sectors. Tony has significant experience of
working with the government in infrastructure investment and low-carbon energy
generation.
From February 2022 to March 2025, Mr Bickerstaff was the Chief Financial
Officer of Cadent Gas Limited, the UK's largest gas distribution network. He
was a Non-executive Director of Wincanton plc from September 2020, and Chair
of the Audit Committee in March 2021 and served until April 2024.
Prior to this, Mr Bickerstaff was the CFO of Costain Group plc, the FTSE
All-Share infrastructure solutions company. He was also a Non‑Executive
Director and Chair of the Audit and Risk Committee at Low Carbon Contracts
Company Limited, set up to administer the government's investment in the
generation of low‑carbon electricity, from November 2014 to October 2020.
Before that, Mr Bickerstaff held a number of senior management and financial
positions at the Taylor Woodrow Group and served as the Finance Director for
the Construction division between 2001 and 2006.
Mr Bickerstaff is a Fellow of the Association of Chartered Certified
Accountants (ACCA).
Extracts from directors' report
Share capital and voting rights
The rights attaching to the Company's shares are set out in the Company's
Articles of Association. Further details can be found in Note 16 of the
financial statements. As at 31 December 2024 and as at the date of this
report, the Company's share capital is as follows:
Total number
of shares in
Number of Voting rights Number of issue (including
shares in attached to shares held shares held
Share capital and voting rights circulation each share in treasury in treasury)
As at 31 December 2024 468,625,000 1 11,375,000 480,000,000
As at 31 March 2025 468,625,000 1 11,375,000 480,000,000
There are no restrictions on the free transferability of the shares, subject
to compliance with applicable securities laws and provisions in the Articles
entitling the Board to decline to register certain transfers in a limited
number of circumstances, such as where the transfer might cause the Company to
be subject to or operate in accordance with applicable US laws. The powers of
the Directors are detailed in the Company's Articles and are subject to
relevant legislation and, in certain circumstances (including in relation to
issuing or buying back PINT's shares), are subject to the authority being
given to the Directors by PINT's shareholders.
At the AGM in June 2024, the Directors were granted a general authority to
allot new shares up to an aggregate value of £1,564,500, approximately 33.33%
of the issued share capital of the Company. This authority expires at the 2025
AGM, and the Directors propose to renew it at the upcoming AGM in June 2025. A
general authority to disapply pre-emption rights, which enable the Board to
issue Ordinary Shares for cash, without pre‑emption rights applying, up to
approximately 10% of the Company's issued share capital was also granted to
the Company at the 2024 AGM, and the Board will seek to renew this authority
as well.
Given a challenging period for many infrastructure investment companies, and
the Directors' belief that the share price at which the Company's shares were
trading materially undervalued PINT's portfolio and prospects, in 2023, the
Board announced its intention to buy back PINT's shares up to a total
consideration of £10 million. Since then, in April 2024 the Board announced a
renewed commitment to its share buyback programme, allocating an additional
£8.4 million for further buybacks, as part of its capital allocation policy.
An authority to repurchase up to 70,355,565 shares, representing 14.99% of the
Company's issued share capital, and cancel or hold them in treasury was
granted to the Directors at the 2024 AGM. During 2024, the Company purchased a
total of 3,990,000 Ordinary Shares of 1p each (nominal value of £39,900) at a
total cost of £3.4 million (at a weighted average price of £0.85 per
share), representing c.0.83% of the Company's issued share capital. All
purchased shares are kept in treasury. As at 31 December 2024, the Company had
a remaining authority to purchase a further 69,630,565 shares; this authority
will expire at the conclusion of the 2025 AGM, and the Board intends to
propose a resolution to renew this authority at the forthcoming AGM in June
2025.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position, including its financial
position, are set out in the strategic report and Investment Manager's report.
The Directors have made an assessment of going concern, taking into account
both the Company's financial position at the balance sheet date and the
expected performance of the Company, using the information available up to the
date of issue of the financial statements.
Total available financing as at 31 December 2024 stood at £138.8 million,
comprising £23.8 million in available cash balances and £115.0 million
through the Company's RCF, which matures in March 2027. The Company maintains
a policy to hold liquidity sufficient to cover all future operating and
financial commitments due in the next twelve months. This includes all
forecast operating costs, anticipated dividend payments, foreign exchange
hedge settlements due (based on mark‑to‑market valuations), and all
unfunded investment commitments which could be called during the period as
detailed in the Cash and liquidity management section on page 39 of the full
Annual Report.
As part of the going concern review, the Directors considered different
downside scenarios and their potential impact on PINT's liquidity. The
scenarios modelled included varying degrees of decline in investment
valuations and other key drivers such as: lower‑than‑expected investment
returns; higher‑than‑expected operating expenses; and absence of equity
capital raises, realisations and distribution receipts. The Company has
several ways in which it could limit or mitigate the impact these possible
developments could have on the balance sheet, including drawing on the RCF,
which includes the provision of additional liquidity for working capital. It
is assumed that the RCF will be renewed on similar terms prior to its maturity
in March 2027.
After due consideration of the activities of the Company, its assets,
liabilities, commitments and financial resources, the Directors concluded that
the Company has adequate resources to continue in operation for at least
twelve months from the approval of the financial statements for the year ended
31 December 2024. For this reason, the Board considers it appropriate to
continue to adopt the going concern basis in preparing the financial
statements.
directors' responsibility statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they have elected to prepare the financial
statements in accordance with applicable law and UK Accounting Standards
(United Kingdom Generally Accepted Accounting Practice). Under company law the
Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company as
at the end of each financial year and of the profit or loss of the Company for
that period.
In preparing these financial statements, the Directors are required to:
· present a true and fair view of the financial position, financial
performance and cash flows of the Company;
· select suitable accounting policies in accordance with FRS 102 and
then apply them consistently;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; and
· prepare the financial statements on a going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors are also responsible for preparing the strategic report, the
Directors' report, the Directors' remuneration report, the corporate
governance statement and the report of the Audit and Risk Committee in
accordance with the Companies Act 2006 and applicable regulations, including
the requirements of the Listing Rules and the Disclosure Guidance and
Transparency Rules. The Directors have delegated responsibility to the
Investment Manager for the maintenance and integrity of the Company's
corporate and financial information included on the Company's website
(www.pantheoninfrastructure.com). Legislation in the United Kingdom governing
the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Each of the Directors, whose names are listed on pages 63 and 64 of the full
Annual Report, confirms that to the best of his or her knowledge:
· the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
· the management report, which is incorporated in the strategic
report and Directors' report, includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that it faces.
The UK Corporate Governance Code requires Directors to ensure that the annual
report and financial statements are fair, balanced and understandable. In
order to reach a conclusion on this matter, the Board has requested that the
Audit and Risk Committee advises on whether it considers that the annual
report and financial statements fulfil these requirements. The process by
which the Audit and Risk Committee has reached these conclusions is set out in
its report on pages 75 to 79 of the full Annual Report. As a result, the Board
has concluded that the annual report and financial statements for the year
ended 31 December 2024, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to
assess the Company's position and performance, business model and strategy.
Signed on behalf of the Board by
Vagn Sørensen
Chair
31 March 2025
NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's
statutory accounts for the year ended 31 December 2024 but is derived from
those accounts. Statutory accounts for the year ended December 2024 will be
delivered to the Registrar of Companies in due course. The Auditors have
reported on those accounts; their report was (i) unqualified, (ii) did not
include a reference to any matters to which the Auditors drew attention by way
of emphasis without qualifying their report and (iii) did not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006. The text of
the Auditors' report can be found in the Company's full Annual Report and
Accounts at www.pantheoninfrastructure.com
(http://www.pantheoninfrastructure.com) .
FINANCIAL STATEMENTS
INCOME STATEMENT
For the year ended 31 December 2024
For the year ended For the year ended
31 December 2024 31 December 2023
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Gain on investments at fair value through profit or loss(1) 10 - 43,200 43,200 - 44,298 44,298
Gains on financial instruments at fair value through profit or loss 13 - 5,721 5,721 - 12,081 12,081
Foreign exchange gains on cash and non-portfolio assets - 264 264 - 77 77
Investment income(2) 2 33,001 - 33,001 - - -
Investment management fees 3 (5,378) - (5,378) (4,939) - (4,939)
Other expenses 4 (1,546) - (1,546) (1,702) (157) (1,859)
Profit/(loss) before financing and taxation 26,077 49,185 75,262 (6,641) 56,299 49,658
Finance income 5 488 - 488 3,109 - 3,109
Interest payable and similar expenses 6 (2,048) - (2,048) (1,484) - (1,484)
Profit/(loss) before taxation 24,517 49,185 73,702 (5,016) 56,299 51,283
Taxation 7 (1,576) - (1,576) (1,697) - (1,697)
Profit/(loss) for the year, being total comprehensive income for the year 22,941 49,185 72,126 (6,713) 56,299 49,586
Earnings per share - 8 4.89p 10.48p 15.37p (1.40)p 11.79p 10.39p
basic and diluted
1. Includes foreign exchange movements on investments.
2. Includes income relating to distributions from infrastructure
investments received by PIH LP prior to 31 December 2023. This is not an
accounting policy change, see Note 2 for details.
The Company does not have any income or expense that is not included in the
return for the year, therefore the return for the year is also the total
comprehensive income for the year. The supplementary revenue and capital
columns are prepared under guidance published in the Statement of Recommended
Practice (SORP) issued by the AIC. The total column of the statement
represents the Company's statement of total comprehensive income prepared in
accordance with FRS 102.
All revenue and capital items in the above statement relate to continuing
operations.
The notes below and on pages 108 to 126 of the full Annual Report form part of
these financial statements.
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2024
Capital
Share Share redemption Capital Revenue
Movement for the year ended 31 December 2024 capital premium reserve(1) reserve(1) reserve(1) Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 4,800 79,262 362,357 66,821 (9,207) 504,033
Ordinary Shares bought
back and held in treasury 16 - - (3,401) - - (3,401)
Share buyback costs - - (18) - - (18)
Dividends paid 9 - - (9,391) - (9,856) (19,247)
Profit for the year - - - 49,185 22,941 72,126
Closing equity shareholders' funds 4,800 79,262 349,547 116,006 3,878 553,493
Movement for the year ended 31 December 2023
Balance at 1 January 2023 4,800 79,449 382,484 10,522 (2,494) 474,761
Share issue costs - (187) - - - (187)
Ordinary Shares bought
back and held in treasury 16 - - (5,789) - - (5,789)
Share buyback costs - - (35) - - (35)
Dividends paid 9 - - (14,303) - - (14,303)
Profit/(loss) for the year - - - 56,299 (6,713) 49,586
Closing equity shareholders' funds 4,800 79,262 362,357 66,821 (9,207) 504,033
1. The capital redemption reserve, capital reserve and revenue reserve are
all the Company's distributable reserves. The capital redemption reserve arose
from the cancellation of the Company's share premium account in 2022 and is a
distributable reserve. The Company is also able to distribute realised gains
from the capital reserve. As at 31 December 2024, there were £15,219,000
reserves available for distribution from this reserve.
The notes below and on pages 108 to 126 of the full Annual Report form part of
these financial statements.
BALANCE SHEET
As at 31 December 2024
31 December 31 December
2024 2023
Note £'000 £'000
Fixed assets
Investments at fair value 10 531,684 471,668
Debtors 11 275 609
Current assets
Derivative financial instruments 13 4,688 4,447
Debtors 11 952 817
Cash and cash equivalents 12 23,778 29,361
29,418 34,625
Creditors: amounts falling due within one year
Derivative financial instruments 13 (5,591) -
Other creditors 14 (1,905) (2,309)
(7,496) (2,309)
Net current assets 21,922 32,316
Total assets less current liabilities 553,881 504,593
Creditors: amounts falling due after one year
Derivative financial instruments 13 (388) (560)
Net assets 553,493 504,033
Capital and reserves
Called-up share capital 16 4,800 4,800
Share premium 17 79,262 79,262
Capital redemption reserve 17 349,547 362,357
Capital reserve 17 116,006 66,821
Revenue reserve 17 3,878 (9,207)
Total equity shareholders' funds 553,493 504,033
NAV per Ordinary Share 18 118.1p 106.6p
The financial statements were approved by the Board of Pantheon Infrastructure
Plc on 31 March 2025 and were authorised for issue by:
Vagn Sørensen
Chair
Company Number: 13611678
The notes below and on pages 108 to 126 of the full Annual Report form part of
these financial statements.
CASH FLOW STATEMENT
For the year ended 31 December 2024
31 December 31 December
2024 2023
£'000 £'000
Cash flow from operating activities
Investment management fees paid (5,261) (4,810)
Operating expenses paid (1,422) (1,403)
Other cash payments (163) (259)
Net cash outflow from operating activities (6,846) (6,472)
Cash flow from investing activities
Purchase of investments (6,570) (137,614)
Distributions from PIH LP 21,180 9,929
Derivative financial instruments gain/(loss) on settlements 10,899 (326)
Net cash inflow/(outflow) from investing activities 25,509 (128,011)
Cash flow from financing activities
Share issue costs - (187)
Share buyback costs (3,624) (5,619)
Dividends paid (19,247) (14,303)
Loan facility arrangement fee (734) (1,889)
Loan facility commitment fee (1,438) (620)
Loan facility drawn 3,000 -
Loan facility repaid (3,000) -
Finance costs (20) (2)
Finance income 553 3,450
Net cash outflow from financing activities (24,510) (19,170)
Decrease in cash and cash equivalents in the year (5,847) (153,653)
Cash and cash equivalents at the beginning of the year 29,361 182,937
Foreign exchange gains 264 77
Cash and cash equivalents at the end of the year 23,778 29,361
The notes below and on pages 108 to 126 of the full Annual Report 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 company number 13611678. The Company began trading on 15 November
2021 when the Company's Ordinary Shares were admitted to trading on the London
Stock Exchange. The registered office of the Company is MUFG Corporate
Governance Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
A. Basis of preparation
The Company's financial statements have been prepared in compliance with FRS
102 as it applies to the financial statements of the Company for the year
ended 31 December 2024. They have been prepared under the historical cost
basis of accounting, modified to include the revaluation of certain assets at
fair value. They have also been prepared on the assumption that approval as an
investment trust will continue to be granted. The Company's audited financial
statements are presented in GBP sterling and all values are rounded to the
nearest thousand pounds (£'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 July 2022.
The financial statements comprise the results of the Company only.
The Company has control over two subsidiaries, further details of which are
given in Note 20. Where the Company owns a subsidiary that is held as part of
the investment portfolio and its value to the Company is through its fair
value rather than as the medium through which the group carries out business,
the Company excludes it from consolidation. The subsidiaries have not been
consolidated in the financial statements under FRS 102, but are included at
fair value within investments in accordance with 9.9C(a) of FRS 102.
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 investments 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 31 December
2024.
In addition, the Directors have assessed the outlook, which considers the
potential further impact of ongoing geopolitical uncertainties as increases in
the cost of living, persistent inflation, interest rate uncertainty 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. Details of the
assessments made are provided in the principal risks and uncertainties on
pages 57 to 60 of the full Annual Report.
In reaching their 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.
It is assumed that the RCF will be renewed on similar terms prior to its
maturity in March 2027.
Having performed their assessment, the Directors considered it appropriate to
prepare the financial statements of the Company on a going concern basis. The
Company has sufficient financial resources and liquidity, is well placed to
manage business risks in the current economic environment, and can continue
operations for a period of at least twelve months from the date of issue of
these 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 Company
presents the business as a single segment comprising a homogeneous portfolio.
D. Investments
The Company's underlying assets comprise unlisted investments, the majority of
which are held through its subsidiary, Pantheon Infrastructure Holdings LP
(PIH LP), with one investment held directly. While the Company operates a
robust and consistent valuation process, for all investments either held
directly or through PIH LP, there is significant estimation uncertainty in the
underlying asset valuations which are estimated at a point in time.
Accordingly, 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'. The
Company's business is investing in infrastructure assets with a view to
profiting from their total return in the form of interest, dividends or
increases in fair value. The investments are recognised at fair value on
initial recognition represented by the cost of acquisition and the Company
manages and evaluates the performance of its investments on a fair value
basis.
Upon initial recognition, 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'. 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. The fair values for the Company's
investments are established by the Directors after discussion with the
Investment Manager using valuation techniques in accordance with the
International Private Equity and Venture Capital (IPEV) guidelines. Valuations
are based on periodic valuations provided by the Sponsors of the investments
and recorded up to the measurement date. Such valuations are necessarily
dependent upon the reasonableness of the valuations by the Sponsor of the
underlying assets. In the absence of contrary information the values are
assumed to be reliable.
The Sponsor is usually the best placed party to determine the appropriate
valuation. The annual and quarterly reports received from Sponsors are
reviewed by the Investment Manager to ensure consistency and appropriateness
of approach to reported valuations.
The basis of valuation for infrastructure assets provided by Sponsors depends
on the nature of the underlying assets and will typically involve a fair value
approach in line with recognised accounting standards and industry best
practice guidelines such as IPEV. Infrastructure assets often display
particular characteristics which affect the valuation approach, tending to
result in a higher prevalence of discounted cash flows in the valuation, where
the fair value is estimated by deriving the present value of the expected cash
flows generated by the investment through the use of reasonable assumptions
such as appropriate discount rate(s) to reflect the inherent risk of the
asset(s) forming the investment.
The discounted cash flow basis requires assumptions to be made regarding
future cash flows, terminal value and the discount rate to be applied to these
cash flows. There is also consideration given to the impact of wider
megatrends such as the transition to a lower-carbon economy and climate
change.
The fair value will generally reflect the latest valuations available from the
Sponsor which may not coincide with the Company's reporting date. In such
cases the Investment Manager performs a roll forward from the latest available
valuation to the relevant reporting date. The roll forward process takes
consideration of the following factors:
i. transactions and foreign exchange movements in the intervening
period; and
ii. adjustments for expected performance of the investment in the
intervening period.
The process may also include, but not be limited to, in consultation with the
Sponsor, changes in multiples/discount rates, asset fundamentals (for instance
operating performance) and the macroeconomic environment.
On an annual basis, where available the Investment Manager receives annual
audited financial statements for each asset from the relevant Sponsor.
The Investment Manager utilises the audited accounts to gain comfort that the
underlying infrastructure asset is fair valued in line with recognised
accounting standards and audited by a recognised auditor. This is in addition
to the analysis performed by the Investment Manager to determine the
reasonableness of the valuation and that it is appropriate to the investment
and performance thereof.
If the Sponsor does not provide audited financial statements, to the extent
that the Board of the Company or the Investment Manager deem it appropriate,
and it is possible to do in conjunction with the Sponsor, the valuation of
the underlying infrastructure asset is independently verified. The scope of
this verification is determined on a case‑by‑case basis and, dependent on
the asset, could include an independent valuation report from a valuation
provider engaged by the Investment Manager. The Investment Manager then
analyses the independent valuation report to determine the reasonableness of
the valuation and that it is appropriate to the investment and performance
thereof before presenting to the Investment Manager's Valuation Committee and
the Board for approval.
E. Derivative 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 exchange contracts to hedge foreign exchange
risks associated with its underlying investment activities. The contracts
entered into by the Company are denominated in the currency of the geographic
area in which the Company has significant exposure against its reporting
currency.
Forward foreign currency exchange contracts are initially recognised
and subsequently measured at fair value.
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 exchange contracts are recognised
within the capital column of the Income statement in the period in which they
occur.
F. Income
Investment income
Distributions from PIH LP to the Company are recognised within the revenue
column of the Income Statement when the Company' rights as a Limited Partner
to receive payment have been established, with income distributions made to
PINT following an underlying income or dividend, distribution from an
investment held by PIH LP. The classification of the distribution to PINT is
based on the classification of the underlying distributions received by
PIH LP.
Overseas dividends are gross of the appropriate rate of withholding tax, with
any withholding tax suffered being shown as part of the revenue account tax
charge.
Other income
Other income is accounted for on an accruals basis.
G. Expenses
All expenses are accounted for on an accruals basis. Expenses, including
investment management fees, are charged through the revenue column, except
expenses which are incidental to the acquisition or disposal of an investment.
These are treated as capital costs, separately identified, and charged to the
capital account of the Income statement.
H. Finance income
Finance income comprises interest received on funds invested into deposit
accounts. Finance income is accounted for on an accruals basis.
I. Finance costs
Finance costs consist of interest and other costs that the Company incurs in
connection with bank and other borrowings. Finance costs also include the
amortisation charge of arrangement fees 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.
J. 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.
Overseas dividends are gross of the appropriate rate of withholding tax, with
any withholding tax suffered being shown as part of the revenue account tax
charge.
K. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short‑term highly liquid investments with original
maturities of three months or less at the date of placement, free of any
encumbrances, which are readily convertible into known amounts of cash and
subject to insignificant risk of changes in value.
L. Debtors
Trade and other debtors are initially recognised at transaction value.
Subsequent measurement is at the initially recognised value less any
cash payments from the debtor, and 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.
M. Creditors
Trade and other creditors are initially recognised at fair value and
subsequently held at amortised cost.
N. Interest-bearing loans and liabilities
All bank borrowings are initially recognised at transaction value net of
attributable transaction costs. After initial recognition, all bank borrowings
are measured at amortised cost using the effective interest method.
O. 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.
P. 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.
Q. 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 acquiring the Company's Ordinary
Shares if the Company is in a position to buy back shares.
R. Capital reserve
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
reserve in accordance with the above policies.
The Company is able to distribute realised gains from this reserve.
S. Revenue reserve
The revenue reserve represents the surplus of accumulated profits from the
revenue column of the Income statement and is distributable.
T. Foreign exchange
The functional and presentational currency of the Company is GBP sterling
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.
U. 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. Uncertainty about
these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of the investments at fair value in
future years. Details of how the fair values of infrastructure assets are
estimated and any associated judgements applied are provided in the
Investments accounting policy on page 109 of the full Annual Report and Note
22.
2. Investment income
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income from infrastructure investments 33,001 - 33,001 - - -
33,001 - 33,001 - - -
£14.1 million of investment income relates to distributions from
infrastructure investments received by PIH LP prior to 31 December 2023, which
have been distributed from PIH LP to the Company in the current year.
3. Investment management fees
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees 5,378 - 5,378 4,939 - 4,939
5,378 - 5,378 4,939 - 4,939
The Investment Manager is entitled to a quarterly management fee at an annual
rate of:
· 1.0% of the part of the Company's net asset value up to and
including £750 million; and
· 0.9% of the part of such net asset value in excess of £750
million.
As at 31 December 2024, £1,446,000 (31 December 2023: £1,329,000) was owed
for investment management fees.
The Investment Manager does not charge a performance fee.
4. Other expenses
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Secretarial and accountancy services 226 - 226 215 - 215
Depositary services 84 - 84 77 - 77
Fees payable to the Company's Auditor for audit‑related assurance services
- Annual financial statements 126 - 126 150 - 150
Fees payable to the Company's Auditor for non‑audit‑related assurance 41 - 41 35 - 35
services(1)
Directors' remuneration(2) 189 - 189 183 - 183
Employer's National Insurance 21 - 21 21 - 21
Legal and professional fees 66 - 66 102 151 253
VAT irrecoverable 163 - 163 367 - 367
Other fees 630 - 630 552 6 558
1,546 - 1,546 1,702 157 1,859
1. The non-audit fees payable to the Auditor relate to the review of the
Company's June 2024 half-yearly report.
2. A breakdown of Directors' emoluments is provided in the Directors'
remuneration report on pages 87 to 90 of the full Annual Report.
5. Finance income
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Finance income 11 82
Bank interest 477 3,027
Total 488 3,109
6. Interest payable and similar expenses
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Commitment fees payable on facility 1,157 913
Amortisation of loan facility arrangement fee 871 569
Loan interest 18 -
Bank interest expense 2 2
2,048 1,484
7. Taxation
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Withholding tax deducted from investment distributions 1,576 - 1,576 1,697 - 1,697
Tax charge from investments
The tax charge for the year differs from the standard rate of corporation tax
in the UK of 25% (2023: weighted average rate of 23.5%). The differences are
explained below:
Year ended 31 December 2024 Year ended 31 December 2023
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net return before tax 24,517 49,185 73,702 (5,016) 56,299 51,283
Tax at UK corporation tax rate of 25% (2023: 23.5%) 6,129 12,296 18,425 (1,179) 13,230 12,051
Non-taxable investment, derivative and currency gains - (12,296) (12,296) - (13,230) (13,230)
Non-taxable investment income (8,250) - (8,250) - - -
Carry forward management expenses 2,121 - 2,121 1,179 - 1,179
Withholding tax deducted from investment distributions 1,576 - 1,576 1,697 - 1,697
1,576 - 1,576 1,697 - 1,697
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. 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 31 December 2024, excess management expenses are estimated to be in
excess of £16.7 million (31 December 2023: £8.2 million).
8. Earnings per share
Earnings per share (EPS) are calculated by dividing profit for the year
attributable to ordinary equity holders of the Company by the weighted average
number of Ordinary Shares in issue during the year. As there are no dilutive
instruments outstanding, there is no difference between basic and diluted
earnings per share as shown below:
Year ended 31 December 2024 Revenue Capital Total
Earnings for the year to 31 December 2024 (£'000) 22,941 49,185 72,126
Weighted average Ordinary Shares (number) 469,475,273
Basic and diluted earnings per share 4.89p 10.48p 15.37p
Year ended 31 December 2023 Revenue Capital Total
Earnings for the year to 31 December 2023 (£'000) (6,713) 56,299 49,586
Weighted average Ordinary Shares (number) 477,411,877
Basic and diluted earnings per share (1.40)p 11.79p 10.39p
9. Dividends paid
Amounts recognised as distributions to equity holders in the year:
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
Second interim dividend for the year ended 31 December 2023 of 2.0p (2022: 9,391 4,800
1.0p) per Ordinary Share
First interim dividend for the year ended 31 December 2024 of 2.1p (2023: 9,856 9,503
2.0p) per Ordinary Share
19,247 14,303
On 20 March 2025 the Company declared a second interim dividend of 2.1p per
Ordinary Share, which will be paid on 22 April 2025.
10. Investments
31 December 31 December
2024 2023
£'000 £'000
Cost brought forward 407,778 281,790
Opening unrealised appreciation on investments held
- Unlisted investments 63,890 19,592
Valuation of investments brought forward 471,668 301,382
Movement in year:
Drawdowns/Acquisitions at cost 22,174 125,988
Return of capital (5,358) -
Appreciation on investments held 43,200 44,298
Valuation of investments at year end 531,684 471,668
Cost at year end 424,594 407,778
Closing unrealised appreciation on investments held
- Unlisted investments 107,090 63,890
Valuation of investments at year end 531,684 471,668
11. Debtors
31 December 31 December
2024 2023
£'000 £'000
Other prepayments - non-current(1) 275 609
Other prepayments - current(1) 892 698
Prepayments and accrued income 60 119
1,227 1,426
1. Relates to loan arrangement fees paid up front which are to be released
to the Income statement until the loan maturity date of 19 March 2027.
12. Cash and cash equivalents
31 December 31 December
2024 2023
£'000 £'000
Cash 17,660 11,649
Cash equivalents 6,118 17,712
23,778 29,361
Cash equivalents of £6,118,000 were held in a money market fund at
31 December 2024 (31 December 2023: £17,712,000).
13. Derivative financial instruments
Year ended Year ended
31 December 31 December
2024 2023
£'000 £'000
At the beginning of the year 3,887 (8,520)
Unrealised (losses)/gains on derivative financial instruments (5,178) 12,407
At the end of the year (1,291) 3,887
Realised gains/(losses) on settlement of derivative financial instruments 10,899 (326)
Total gain on derivative financial instruments at fair value through 5,721 12,081
profit or loss
The Company uses forward foreign exchange contracts to minimise the effect of
fluctuations in the value of the investment portfolio from movements in
exchange rates.
As at 31 December 2024, there were 22 contracts due to expire in the
next twelve months valued at a net liability of £903,000
(31 December 2023: 20 contracts with a valuation of £4,447,000).
The remaining contracts due to expire after the twelve months following the
year end were valued as a liability of £388,000 (31 December 2023: £560,000
liability).
The fair value of these contracts is recorded in the Balance sheet.
No contracts are designated as hedging instruments and consequently
all changes in fair value are taken through profit or loss.
As at 31 December 2024, the notional amount of the forward foreign exchange
contracts held by the Company was £384.9 million (31 December 2023: £340.3
million).
14. Other creditors
31 December 31 December
2024 2023
£'000 £'000
Investment management fees payable 1,446 1,329
Other creditors and accruals 459 980
1,905 2,309
15. Interest-bearing loans and borrowings
31 December 31 December
2024 2023
£'000 £'000
At beginning of the year - -
RCF drawn in the year 3,000 -
RCF repaid in the year (3,000) -
Interest-bearing loans and borrowings - -
Loan arrangement fee brought forward 1,306 1,087
Loan arrangement fee incurred in the year 733 788
Loan arrangement fee amortised for the year (872) (569)
Loan arrangement fee carried forward 1,167 1,306
Total credit facility payable - -
The Company entered into a £62.5 million RCF with Lloyds Bank Corporate
Markets in December 2022. In June 2023, this was increased by £52.5 million,
bringing the RCF total to £115.0 million. As part of the increase, the
Company diversified its lender group through the introduction of The Royal
Bank of Scotland International Limited alongside Lloyds Bank Corporate
Markets.
The RCF includes a loan to value covenant, with a maximum loan to value ratio
of 35%.
The RCF is denominated in GBP, with the option to be utilised in other major
currencies. The rate of interest is the relevant currency benchmark plus an
initial margin of 2.85% per annum, reducing to 2.65% once certain expansion
thresholds have been met. A commitment fee of 1.00% per annum is payable on
undrawn amounts.
On 18 March 2024, the Company agreed an extension to its £115.0 million RCF,
resetting its maturity to March 2027. The facility is secured against the
assets held in the Company's subsidiary, Pantheon Infrastructure Holdings LP.
On 28 October 2024, £3.0 million was drawn on the RCF, this was repaid on 25
November 2024. As at 31 December 2024 the RCF was undrawn.
Borrowing costs associated with the RCF are shown as interest payable and
similar expenses in Note 6 to these financial statements.
The loan arrangement fee of £1,167,000 carried forward at 31 December 2024
(2023: £1,306,000) is included within Other prepayments in Note 11 to these
financial statements.
The RCF includes loan to value covenants. The Company complied with
all covenants throughout the financial year.
16. Called-up share capital
31 December 2024 31 December 2023
Allotted, called up and fully paid: Shares £'000 Shares £'000
Ordinary Shares of £0.01
Opening balance 480,000,000 4,800 480,000,000 4,800
Ordinary Shares issued in the year - - - -
Closing balance 480,000,000 4,800 480,000,000 4,800
Treasury shares
Opening balance (7,385,000)
Shares bought back in the year (3,990,000) (7,385,000)
Closing balance (11,375,000) (7,385,000)
Total Ordinary Share capital excluding treasury shares 468,625,000 472,615,000
During the year to 31 December 2024, 3,990,000 Ordinary Shares were bought
back in the market, and are held in treasury (31 December 2023: 7,385,000) at
a total cost, including stamp duty, of £3,419,000 (31 December 2023:
£5,824,000).
17. Reserves
Capital
Share redemption Capital Revenue
premium reserve reserve reserve Total
Year ended 31 December 2024 £'000 £'000 £'000 £'000 £'000
Opening balance 79,262 362,357 66,821 (9,207) 499,233
Ordinary Shares bought back and held in treasury - (3,419) - - (3,419)
Gains on investments at fair value through profit or loss - - 43,200 - 43,200
Gains on financial instruments at fair value through profit or loss - - 5,721 - 5,721
Foreign exchange gains on cash non-portfolio assets - - 264 - 264
Revenue gain for the year - - - 22,941 22,941
Dividends in the year - (9,391) - (9,856) (19,247)
Closing balance 79,262 349,547 116,006 3,878 548,693
Capital
Share redemption Capital Revenue
premium reserve reserve reserve Total
Year ended 31 December 2023 £'000 £'000 £'000 £'000 £'000
Opening balance 79,449 382,484 10,522 (2,494) 469,961
Ordinary Shares bought back and held in treasury - (5,824) - - (5,824)
Share issue costs (187) - - - (187)
Gains on investments at fair value through profit or loss - - 44,298 - 44,298
Gains on financial instruments at fair value through profit or loss - - 12,081 - 12,081
Foreign exchange differences on cash and non-portfolio assets - - 77 - 77
Legal and professional expenses charged to capital - - (151) - (151)
Other fees - - (6) - (6)
Revenue loss for the year - - - (6,713) (6,713)
Dividends in the year - (14,303) - - (14,303)
Closing balance 79,262 362,357 66,821 (9,207) 499,233
The Company is able to distribute realised gains from the capital reserve. As
at 31 December 2024 there were £15.2 million reserves available for
distribution from this reserve (31 December 2023: £nil).
18. Net asset value per share
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 in issue less shares held in treasury at the end of the year.
As there are no dilutive instruments outstanding, both basic and diluted NAV
per share are shown below:
31 December 31 December
2024 2023
Net assets attributable (£'000) 553,493 504,033
Ordinary Shares in issue excluding shares held in treasury 468,625,000 472,615,000
NAV per Ordinary Share 118.1p 106.6p
19. Reconciliation of loss before financing costs and taxation to net cash
flows from operating activities
Year to Year to
31 December 31 December
2024 2023
£'000 £'000
Profit before financing costs and taxation 75,262 49,658
Gains on investments (43,200) (44,298)
Foreign exchange gains on cash and borrowings (264) (77)
Investment income(1) (33,001) -
(Increase)/decrease in operating debtors (4) 122
Increase in operating creditors 82 204
Gains on financial instruments at fair value through profit or loss (5,721) (12,081)
Net cash flows used in operating activities (6,846) (6,472)
1. Received direct from PIH LP.
20. Subsidiaries
The Company has two wholly owned subsidiaries. The Company has ownership and
control over these two entities and as such they are deemed to be subsidiaries
by the Board.
i. 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, USA and is wholly owned by the Company.
The Company holds an investment in PIH LP. In accordance with FRS 102, the
Company does not consolidate PIH LP on the grounds it does not carry out
business through the subsidiary and that it is held exclusively with a view to
subsequent resale. It is therefore considered part of an investment portfolio.
PIH LP holds a portfolio of investments that are measured at fair value. The
Company holds a 99.9% investment in PIH LP, with the remaining holding being
held by Pantheon Infrastructure Holdings GP LLC (PIH GP).
ii. 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, USA and is wholly owned by the Company.
PIH GP is immaterial, it is therefore excluded from consolidation.
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.
21. Contingencies, guarantees and financial commitments
At 31 December 2024 there were capital commitments outstanding of £9.9
million in respect of investments in infrastructure assets
(2023: £15.7 million). These commitments will be funded using the Company's
financial resources.
The Company expects 100% of the capital commitments outstanding to be called
within the next twelve months.
22. Fair value
Fair value hierarchy
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 is 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 31
December 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 531,684 531,684
Derivatives - financial instruments - (1,291) - (1,291)
- (1,291) 531,684 530,393
Financial assets and liabilities at fair value through profit or loss at 31
December 2023
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 471,668 471,668
Derivatives - financial instruments - 3,887 - 3,887
- 3,887 471,668 475,555
The fair value of these investments and derivatives - financial instruments is
recorded in the Balance sheet as at the year end.
There have been no transfers between Level 1 and Level 2 during the year, nor
have there been any transfers between Level 2 and Level 3.
Financial assets and liabilities are either measured at fair value or, where
measured at amortised cost, their carrying value is a close approximation of
their fair value.
The majority of the assets held within Level 3 are valued on a discounted cash
flow basis, hence, the valuations are sensitive to the discount rate assumed
in the valuation of each asset. The assets are held through the Company's
subsidiary, PIH LP, with one investment held directly. Other significant
unobservable inputs include the inflation rate assumption and the interest
rate assumption used to project the future cash flows and the forecast cash
flows themselves. Increasing the discount rate used in the valuation of each
asset by 0.5% would reduce the value of the Portfolio by £4.1 million
(31 December 2023: £4.2 million). Decreasing the discount rate used in the
valuation of each asset by 0.5% would increase the value of the Portfolio
by £4.3 million (31 December 2023: £4.6 million). The WADR of the
Portfolio at 31 December 2024 was 13.6% (31 December 2023: 13.6%).
The majority of assets held within Level 3 have revenues that are linked,
partially linked or in some way correlated to inflation. The impact of
increasing the inflation rate assumption by 0.5% would increase the value of
the Portfolio by £3.1 million (31 December 2023: £2.4 million). Decreasing
the inflation rate assumption used in the valuation of each asset by 0.5%
would decrease the value of the Portfolio by £3.0 million (31 December 2023:
£2.2 million).
The valuations are sensitive to changes in interest rates. These comprise a
wide range of interest rates from short-term deposit rates to longer‑term
borrowing rates across a broad range of debt products. Increasing the interest
rate assumption for each asset by 0.5% would reduce the value of the Portfolio
by £1.9 million (31 December 2023: £1.7 million). Decreasing the interest
rate assumption used in the valuation of each asset by 0.5% would increase the
value of the Portfolio by £2.1 million (31 December 2023: £1.9 million).
This calculation does not take account of any offsetting factors which may be
expected to prevail if interest rates changed, including the impact of
inflation discussed above.
23. 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 securities and other investments,
cash balances and debtors and creditors that arise from its operations, for
example sales and purchases awaiting settlement and debtors for accrued
income.
The principal risks the Company faces in its portfolio management activities
are:
· liquidity risk;
· interest rate risk;
· credit risk;
· market price risk; and
· foreign currency risk.
The Investment Manager monitors the financial risks affecting the Company on a
daily 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 unquoted securities, many of which are less
readily marketable than, for example, 'blue-chip' UK equities. The Directors
believe that the Company, as a closed-ended listed 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 31 December 2024, liquidity risk was considered low given the
cash available to the Company and the headroom on its undrawn RCF relative to
the Company's annual running costs.
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents 23,778 29,361
Current debtors 952 817
Other creditors (1,905) (2,309)
Total net readily realisable assets 22,825 27,869
As at 31 December 2024, capital commitments outstanding totalled
£9.9 million (31 December 2023: £15.7 million), therefore liquid resources
available after commitments were £12.9 million (31 December 2023:
£12.2 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.
Interest rate movements may affect the interest rate paid on financial
liabilities. Interest on RCF drawings is payable at an initial margin of 2.85%
above the relevant benchmark rate, reducing to 2.65% once certain expansion
thresholds have been met. As at 31 December 2024 the RCF was fully undrawn.
Increases or decreases in interest rates over the medium term may also affect
the discount rates at which investments are valued.
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.
All cash deposits are placed with approved counterparties, all of whom have a
credit rating of A- or above.
At the year end, the Company's financial assets exposed to credit risk
amounted to the following:
31 December 31 December
2024 2023
£'000 £'000
Cash and cash equivalents 23,778 29,361
Market price risk
The fair value of future cash flows of a financial instrument held by the
Company may fluctuate due to changes in market prices of comparable
businesses. This market risk may comprise: 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 all of the Investment Manager's investments on an ongoing basis.
The nature of the Company's investments means that they are valued by the
Directors after due consideration of the most recent available information.
If the Portfolio valuation at 31 December 2024 fell by 20%, with all other
variables held constant, this would have led to a reduction of
£106.3 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
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. Therefore, the
Company's NAV is sensitive to movements in foreign exchange rates.
The Investment Manager monitors the Company's exposure to foreign currencies
and reports to the Board on a regular basis.
The Company uses derivative financial instruments such as forward foreign
currency contracts to manage the currency risks associated with its underlying
investment activities. Contracts entered into by the Company are denominated
in the foreign currency of the geographic areas in which the Company has
significant exposure against its reporting currency. The contracts are used
for hedging and the fair values thereof are recorded in the Balance sheet as
other financial liabilities held at fair value. Unrealised gains and losses
are taken to capital reserves.
The table below sets out the Company's foreign exchange exposure:
GBP USD(1) EUR(1) Total
Foreign exchange risk £'000 £'000 £'000 £'000
At 31 December 2024
Cash and cash equivalents 23,625 134 19 23,778
Investments held at fair value through profit or loss(2) 82,911 290,037 158,736 531,684
Other debtors 1,227 - - 1,227
Other payables (1,905) - - (1,905)
Derivatives - financial assets - (4,371) 3,080 (1,291)
105,858 285,800 161,835 553,493
GBP USD(1) EUR(1) Total
Foreign exchange risk £'000 £'000 £'000 £'000
Cash and cash equivalents 26,588 2,490 283 29,361
Investments held at fair value through profit or loss(2) 80,598 239,228 151,842 471,668
Other debtors 1,426 - - 1,426
Other payables (2,309) - - (2,309)
Derivatives - financial assets - 2,253 1,634 3,887
106,303 243,971 153,759 504,033
1. These values are expressed in GBP.
2. Total investments held directly and indirectly through PIH LP.
If there had been an increase/(decrease) in the GBP/USD exchange rate of 10%,
it would have the effect of (decreasing)/increasing equity shareholders' funds
by £(28.6) million/£28.6 million (2023: £(24.4) million/£24.4 million),
which includes the impact of the foreign currency exchange contracts
to partially offset the movement in value. The calculations are based on the
financial assets and liabilities and the foreign exchange rate as at
31 December 2024 of 1.25240 GBP/USD (2023: 1.27479 GBP/USD).
If there had been an increase/(decrease) in the GBP/EUR exchange rate of 10%,
it would have the effect of (decreasing)/increasing equity shareholders' funds
by £(16.2) million/£16.2 million (2023: £(15.4) million/£15.4 million),
which includes the impact of the foreign currency exchange contracts
to partially offset the movement in value. The calculations are based on the
financial assets and liabilities and the foreign exchange rate as at
31 December 2024 of 1.20946 GBP/EUR (2023: 1.15403 GBP/EUR).
Managing capital
The Company's equity comprises Ordinary Shares as described in Note 16.
Capital is managed so as to maximise the return to shareholders while
maintaining a capital base that allows the Company to operate effectively and
sustain future development of the business.
The Company considers its capital to comprise called-up share capital and net
available cash.
The Company's capital requirement is reviewed regularly by the Board
of Directors.
24. Transactions with the Investment Manager and related parties
The amounts paid to the Investment Manager, together with the details of the
Investment Management Agreement, are disclosed in Note 3. The fees paid to the
Company's Board are disclosed in the Directors' remuneration report on pages
87 to 90 of the full Annual Report. There were no outstanding amounts due for
Directors' fees as at 31 December 2024 (2023: £nil).
25. Post balance sheet events
Calpine Corporation realisation
On 13 January 2025 the Company announced an update in relation to its
investment in Calpine, which is an investment held through PIH LP. A sale of
Calpine has been agreed between ECP and Constellation Energy (CEG), for a
combination of cash (c.25%) and Constellation stock (c.75%), which will be
subject to certain lock-up restrictions. The sale represents a total equity
valuation of Calpine of approximately $16.4 billion based on Constellation's
20‑day volume-weighted average share price of $238 on 10 January 2025.
PINT's investment in Calpine was valued at £83.5 million at 31 December 2024,
which was not materially different from the final agreed sales price.
The conclusion of the sale remains subject to various regulatory clearances
and approvals, which are expected to occur within twelve months.
Until such time as the Company's effective holding in CEG is partially or
fully realised, its NAV exposure is expected to be equivalent to a movement of
c.$0.65 (£0.53 at 31 December 2024 FX rates) per share for every $10 movement
in the CEG share price.
AIFMD DISCLOSURES
The Company is an Alternative Investment Fund (AIF) for the purposes of the
Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD),
and the Investment Manager was appointed as its Alternative Investment Fund
Manager (AIFM) for the purposes of the AIFMD. The Investment Manager is a
'full scope' AIFM for the purposes of the AIFMD. The AIFMD requires certain
disclosures to be made in the annual report of the Company. Many of these
disclosures are already required by the Listing Rules and/or UK Accounting
Standards, and these continue to be presented in other sections of the annual
report, principally the strategic report, the Investment Manager's report
(pages 24 to 41of the full Annual Report) and the financial statements (pages
104 to 126 of the full Annual Report). This section completes the disclosures
required by the AIFMD.
Assets subject to special arrangements
The Company holds no assets subject to special arrangements arising from their
illiquid nature.
Remuneration disclosure
The total number of staff of the Investment Manager as at 31 December 2024,
including staff remunerated by affiliates of the Investment Manager, was
approximately 488, of whom 26 were senior management or other members of staff
whose actions have a material impact on the risk profile of the Company
('identified staff'). The total remuneration paid by the Investment Manager
and its affiliates to staff of the Investment Manager in respect of the year
ended 31 December 2024 attributable to work relating to the Company was as
follows:
12 months to 12 months to
31 December 2024 31 December 2023
£'000 Fixed Variable Total Fixed Variable Total
Senior management 73 103 176 73 109 182
Staff 251 155 406 235 144 379
Total staff 324 259 582 308 254 562
Identified staff 44 62 106 42 58 100
No carried interest was paid in respect of the Company during the period.
The above disclosures reflect only that element of the individuals'
remuneration which is attributable to the activities of the Investment Manager
relating to the Company. It is not possible to attribute remuneration paid to
individual staff directly to any fund and hence the above figures represent a
notional approximation only calculated by reference to the assets under
management of the Company as a proportion of the total assets under management
of the Pantheon Group.
In determining the remuneration paid to its staff, the Investment Manager
takes into account a number of factors including the performance of the
Company, the Investment Manager and each individual member of staff. These
factors are considered over a multi-year framework and include whether staff
have met the Investment Manager's compliance standards. In addition, the
Investment Manager seeks to ensure that its remuneration policies and
practices align financial incentives for staff with the risks undertaken and
results achieved by investors, for example by ensuring that a proportion of
the variable income received by identified staff is deferred for a period of
at least three years.
Full details of the Pantheon Group's remuneration policies and practices for
staff (which includes the Investment Manager's staff) can be found at
www.pantheon.com (http://www.pantheon.com) .
The AIFMD requires the Investment Manager of the Company to set leverage
limits for the Company. For the purposes of the AIFMD, leverage is any method
by which the Company's exposure is increased, whether through the borrowing of
cash or by the use of derivatives or by any other means. The AIFMD requires
leverage to be expressed as a ratio between the Company's exposure and its NAV
and prescribes two methodologies, the gross method and the commitment method
(as set out in Commission Delegated Regulation No. 231/2013), for calculating
such exposure.
The following leverage limits have been set for the Company:
i. the maximum leverage of the Company calculated in accordance with the
gross method (under Article 7 of Commission Delegated Regulation No.231/2013)
is 450%; and
ii. the maximum leverage of the Company calculated in accordance with the
commitment method (under Article 8 of the AIFMD Regulation) is 450%.
Using the methodologies prescribed under the AIFMD, the Company's leverage as
at 31 December 2024 is shown below:
Gross Commitment
method method
Leverage ratio 166% 101%
There have been no changes to the maximum level of leverage which the
Investment Manager may employ on behalf of the Company during the year to 31
December 2024. There are no collateral or asset reuse arrangements in place as
at the year end.
Risk profile and risk management
The principal risks to which the Company is exposed to and the approach to
managing those risks are set out in the strategic report (pages 57 to 60 of
the full Annual Report) and also in Note 23 to the financial statements (pages
123 to 126 of the full Annual Report). The investment restrictions which seek
to mitigate some of those principal risks in relation to the Company's
investment activities are set out in the investment policy (page 130 of the
full Annual Report) and under 'Board responsibilities and relationship with
the Investment Manager' in the Chair's introduction to corporate governance
(page 69 of the full Annual Report). Additionally, the individual
counterparty exposure limit for deposits with each of the Company's bank
counterparties has been set at c.£135 million or the equivalent in foreign
currencies. The Investment Manager's risk management system incorporates
regular review of the principal risks facing the Company and the investment
restrictions applicable to the Company. The Investment Manager has established
appropriate internal control processes to mitigate the risks, including those
described in the 'Mitigation' column in the 'Principal risks
and uncertainties' section of the strategic report (pages 57 to 60 of the
full Annual Report). These investment restrictions were not exceeded in the
year to 31 December 2024.
Article 23(1) disclosures to investors
The AIFMD requires certain information to be made available to investors in
the Company before they invest and requires that material changes to this
information be disclosed in the annual report of the Company. The information
required to be disclosed is contained in the document 'Information for
Investors', which is available on the Company's website at
www.pantheoninfrastructure.com. There have been no material changes to this
information requiring disclosure.
Glossary
The Act
The Companies Act 2006.
AGM
Annual General Meeting.
AI
Artificial Intelligence
AIC
The Association of Investment Companies.
AIC Code
The AIC Code of Corporate Governance.
AIFM
Alternative Investment Fund Manager.
Approved investment trust company
An approved investment trust company is a corporate UK tax resident which
fulfils particular UK tax requirements and rules which include that for the
Company to undertake portfolio investment activity it must aim to spread
investment risk. In addition, the Company's shares must be listed on an
approved stock exchange. The 'approved' status for an investment trust must be
authorised by the UK tax authorities and its key benefit is that a portion of
the profits of the Company, principally its capital profits, are not taxable
in the UK.
AUM
Assets under management are the total market value of investments held under
management by an individual or institution. When referring to Pantheon's AUM,
this figure includes assets managed on a fully discretionary basis.
BTS
Build‑to‑suit.
Carried interest
Portion of realised investment gains payable to a Sponsor as a profit share.
Cloud
Cloud computing is the on-demand availability of computer system resources,
especially data storage (cloud storage) and computing power, without direct
active management by the user.
Co-investment
Direct shareholding in an investment by invitation alongside a Sponsor.
Commitment
The amount of capital that the Company agrees to contribute to an investment
when and as called by the Sponsor.
Company
Pantheon Infrastructure Plc or 'PINT'.
DCF
Discounted cash flow.
EDCI
ESG Data Convergence Initiative.
ESG
Environmental, Social and Governance.
Exit
Realisation of an investment, usually through trade sale, sale by public
offering (including IPO) or sale to a financial buyer.
Funds under management
Funds under management includes both assets under management and assets under
advisory (assets managed on a non-discretionary basis and/or advisory basis).
GHG
Greenhouse gas.
GIRAC
Pantheon's Global Infrastructure and Real Assets Committee.
IEA
International Energy Agency.
Initial public offering (IPO)
The first offering by a company of its own shares to the public on a regulated
stock exchange.
Investment Manager
Pantheon Ventures (UK) LLP.
Investment thesis
Pantheon's final stage of approval for infrastructure co-investments.
IPEV
International Private Equity and Venture Capital.
IRR
Internal rate of return is the annual rate of growth that an investment is
expected to generate over its life.
Multiple of invested capital (MOIC or cost multiple)
A common measure of private equity performance, MOIC is calculated by dividing
a fund's cumulative distributions and residual value by the paid‑in capital.
NAV Total Return
This is expressed as a percentage. It is calculated as the total return as
shown in the Income statement, as a percentage of the opening NAV.
Net asset value (NAV)
Amount by which the value of assets of a company exceeds its liabilities.
OECD
The Organisation for Economic Co-operation and Development.
PIH LP
Pantheon Infrastructure Holdings LP.
Portfolio Company
A company that PINT invests in. These portfolio companies in turn own and
operate infrastructure assets.
Primaries
Commitments made to private equity funds at the time such funds are formed.
PRIIPs
Packaged Retail and Insurance-based investment products Regulation.
RBS
Royal Bank of Scotland.
RCF
Revolving credit facility.
Secondaries
Purchase of existing private equity fund or company interests and commitments
from an investor seeking liquidity in such funds or companies.
SFDR
Sustainable Finance Disclosure Regulation.
Sponsor or general partner
The entity managing a private equity fund that has been established as a
limited partnership.
TCFD
Task Force on Climate-related Financial Disclosures.
Total return
This is expressed as a percentage. The denominator is 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 capital raised or capital
returned in the year. The numerator is total NAV growth and dividends paid.
Total shareholder return
Return based on dividends paid plus share price movement in the period,
divided by the opening share price.
WADR
Weighted average discount rate based on each investment's relative proportion
of Portfolio valuation.
DIRECTORS AND ADVISERS
Directors
Vagn Sørensen (Chair)
Anne Baldock
Anthony Bickerstaff
Andrea Finegan
Patrick O'Donnell Bourke
Investment Manager
Pantheon Ventures (UK) LLP
Authorised and regulated by the FCA
10 Finsbury Square
4th Floor
London EC2A 1AF
Email: pint@pantheon.com
PINT website: www.pantheoninfrastructure.com
Pantheon website: www.pantheon.com
Secretary and registered office
MUFG Corporate Governance Limited
Central Square
29 Wellington Street
Leeds LS1 4DL
Telephone: +44 (0)333 300 1950
Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
PR Adviser
Lansons Communications Holdings Limited
24a St John Street
London EC1M 4AY
Broker
Investec Bank plc
30 Gresham Street
London EC2V 7QP
Depositary
BNP Paribas Trust Corporation UK Limited
10 Harewood Avenue
London NW16 6AA
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
Solicitors
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
Disclosure 1 - Investments
The annual report provides information about certain investments made by PINT.
It should NOT be regarded as a recommendation.
Pantheon makes no representation or forecast about the performance,
profitability or success of such investments. You should not assume that
future investments will be profitable or will equal the performance of past
recommendations. The statements made reflect the views and opinions of
Pantheon as of the date of the investment analysis.
FURTHER INFORMATION
PINT's Annual Report and Accounts for the year ended 31 December 2024 will be
available today on www.pantheoninfrastructure.com
(http://www.pantheoninfrastructure.com/)
Shortly, it will also be submitted in full unedited text to the Financial
Conduct Authority's National Storage Mechanism and will be available for
inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) in accordance with
DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.
ENDS
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. END FR SDLFUFEISEFDRecent news on Pantheon Infrastructure
See all newsREG - Pantheon Infrastrct. - Annual Financial Report
AnnouncementREG - Pantheon Infrastrct. - Holding(s) in Company
AnnouncementREG - Pantheon Infrastrct. - Dividend Declaration
AnnouncementREG - Pantheon Infrastrct. - Notice Of Full Year Results and Analyst Meeting
AnnouncementREG - Pantheon Infrastrct. Schroders PLC - Holding(s) in Company
Announcement