REG - Pantheon Infrastrct. - Half-year Report
25/09/2025 07:00
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RNS Number : 7201A Pantheon Infrastructure PLC 25 September 2025
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PANTHEON INFRASTRUCTURE PLC
Results for the period ended 30 June 2025
The Directors of the Company are pleased to announce the Company's half year
results for the period ended 30 June 2025. The full interim report and
financial statements can be accessed via the Company's website at
www.pantheoninfrastructure.com.
Highlights:
· Net Asset Value (NAV) of £575m, equivalent to 122.7 pence per
share as at 30 June 2025
· NAV Total Return of +5.6% for the period
· 3.5% increase in the first interim dividend of 2.173p per share
declared in relation to the year ending 31 December 2025
· Capital invested or committed of £559m, of which £548.5m
invested and £10.4m committed across 13 assets
· Market capitalisation of £471m as at 30 June 2025
· The share price total return for the period was +15.1%
· New £30m commitment, after the period end,
(https://urldefense.com/v3/__https:/www.londonstockexchange.com/news-article/PINT/investment-in-us-renewable-energy-company/17243500__;!!GEb1pAs!CFN2PCERHP72BUHXh_XZATFuo0INL6bKUCJbYOkDMVpdkAYAz8UWHODS0Z0bLgBRUONhaWqwQF_-Eff_9nRP-G-Exlz1IIzhLA$)
to US renewable energy and data centre developer Intersect Power, through a
vehicle managed by Climate Adaptive Infrastructure
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.
Patrick O'Donnell Bourke, Chair, Pantheon Infrastructure Plc (PINT) says: "The
Company has had another strong first half, with the NAV continuing to grow and
the discount narrowing materially. Supported by a share price return over the
period of 15.1%, the Company has now joined the FTSE 250, a further sign of
the increasing confidence that investors have in PINT. While markets remain
uncertain, our focus on essential infrastructure and disciplined capital
allocation means the portfolio is well placed to deliver long-term value for
shareholders."
Richard Sem, Partner at Pantheon, PINT's investment manager, said: "I am
delighted with the valuation gains that were again the main driver of
performance in the period, supported by strong momentum at portfolio companies
including Calpine, Primafrio, and Fudura. With 13 investments diversified
across sectors and geographies, the portfolio continues to deliver resilient
returns, while being well positioned to capture long-term growth. The
conditional sale of Calpine has been a key milestone for PINT, underlining the
strength of our strategy and given us the ability to recycle the forthcoming
proceeds into the recently announced £30m commitment to Intersect Power."
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 (Corporate Finance)
Lansons pint@lansons.com
Public relations advisor
David Masters +44 (0) 78 2542 7514
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 and a constituent of the FTSE 250. 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 650 clients, including institutional
investors of all sizes as well as a growing number of private wealth advisers
and investors, with approximately $72bn in discretionary assets under
management (as of March 31, 2025).
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.
Further details can be found at www.pantheon.com (http://www.pantheon.com/) .
PANTHEON INFRASTRUCTURE PLC
Interim Report 2025
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 a 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 30 June 2025
Capital invested or committed: £559m(1)
Dec 2024: £542m
Net asset value (NAV): £575m
Dec 2024: £553m
Dividends per share(2:) 2.173p
HY24: 2.1p
Market cap: £471m
Dec 2024: £418m
NAV per share: 122.7p
Dec 2024: 118.1p
NAV Total Return(3:) 5.6%
HY24: 8.5%
1. This refers to the investment fair values or amounts committed as at 30
June 2025. Invested assets represent those that have reached financial close
and have been, or are in the process of, being funded, and may include amounts
reserved for follow‑on investments; and committed assets represent those
which have been announced and are subject to final financial close. As at 30
June 2025, £548.5 million was invested and £10.4 million was committed but
not yet invested across 13 assets.
2. First interim dividend of 2.173p per share declared in relation to the
year ending 31 December 2025.
3. NAV Total Return for the period to 30 June 2025 of 5.6% as set out
below.
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
EXPOSURE TO NASCENT SECTORS
Access to nascent and emerging sectors that may otherwise be unavailable
through primary or secondary investment opportunities
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
SPONSOR SPECIALISATION
Ability to choose deals alongside a Sponsor with a distinct edge who may be
best placed to create value
ENHANCED ECONOMICS
Investments typically involve no ongoing management fee or carried interest
charged by the Sponsor
DIVERSIFICATION
Supports portfolio construction that is diversified across infrastructure
sectors, geographies, stages and Sponsor
PORTFOLIO CONSTRUCTION
Ability to select specific individual assets based on the Investment Manager's
view of relative value
2. Favourable defensive long-term characteristics
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.
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 against 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 those of 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 has constructed 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 given the potential for AI to
revolutionise society.
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 regional opportunities in the Transport
& Logistics sector, as supply chains follow 're-shoring'
or 'friend‑shoring' trends.
Transport & Logistics 9%(1)
Such as ports, rail and road, airports and e-mobility
Net working capital 3%
Digital Infrastructure 42%(1)
Such as data centres, fibre networks and towers
Renewables & Energy Efficiency 16%(1)
Such as wind, solar, sustainable waste and smart infrastructure
Power & Utilities 30%(1)
Such as energy utilities, water and conventional power
1. Proportion of NAV of £575 million at 30 June 2025.
4. Targeting capital growth and income
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.
2.173p
Dividends per share(1)
£78m
Weighted aggregate LTM EBITDA(2)
1.42x
Portfolio MOIC
122.7p
per share Net asset value (NAV) per share
1. First interim dividend of 2.173p per share declared in relation to the
year ending 31 December 2025. The Company 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
percentage ownership at 30 June 2025, and converted to GBP as necessary.
Investments denominated in foreign currency are converted using the 30
June 2025 spot rate.
Pint at a glance
3%
Net working capital
15%
UK
38%
North America
North America
CyrusOne
Cartier Energy
Calpine
Vantage Data Centers
Vertical Bridge
United Kingdom
National Gas
Zenobē
Nordic
GlobalConnect
Germany/Austria
GD Towers
Netherlands
Delta Fiber
Fudura
Spain
Primafrio
Ireland
NBI
1. Proportion of NAV of £575 million at 30 June 2025.
chair's statement
Investing in infrastructure with strong growth potential.
I am pleased to present the interim report for Pantheon Infrastructure Plc for
the six-month period to 30 June 2025, for the first time in my capacity as
Chair of the Company, after taking over the role in June 2025.
I would like to begin by recognising the very significant contribution made by
my predecessor, Vagn Sørensen, who served as Chair from IPO in 2021 until
the AGM this year. On behalf of the Board and our shareholders, I extend
sincere thanks to Vagn for his leadership and insight during this time, which
helped guide the Company through its launch and contributed to its
establishment as a differentiated infrastructure offering within the UK
investment companies sector.
When I became Chair, Tony Bickerstaff, who joined the Board in February 2025,
took over as Chair of the Audit and Risk Committee. We also welcomed Sapna
Shah to the Board, who brings with her a wealth of experience both as an
adviser to investment companies and also as an existing non‑executive
Director in the investment trust sector. We have a well‑balanced Board,
with significant relevant expertise in infrastructure, investment trusts,
capital markets and listed corporates.
The Company continued to enjoy strong NAV performance during the period, with
NAV per share growing by 4.6p to 122.7p at 30 June 2025. Accounting for
dividends of 2.1p per share paid in the period to 30 June 2025, this
represents a NAV Total Return of 5.6% for the six months since 31 December
2024. This means the Company has generated NAV total returns in excess of its
IPO target of 8-10% since being fully invested.
We were also pleased to see the Company's share price discount to prevailing
NAV narrow during the period, from 24.5% at the start of the year to 18.1% by
the period end. Overall, the re‑rating during the period resulted in a total
shareholder return of 15.1%. We believe this trend reflects increasing
recognition of PINT's investment performance, its unique investment strategy,
and the long-term value of its assets.
While the narrowing of the discount is very welcome, we remain of the view
that the quality of PINT's portfolio and its performance do not merit a
discount, and we continue to be focused on further narrowing the gap through
transparent communication and a considered approach to capital allocation.
In January 2025, as already described in the Company's annual results for
2024, the conditional disposal of Calpine to Constellation Corporation
('Constellation') was announced. The realisation of PINT's investment in
Calpine, expected towards the end of 2025, is a strong endorsement of the
Company's strategy to focus on growth opportunities, with a current MOIC of
2.8x. The consideration is payable partly in shares and so we have exposure to
Constellation shares, and their subsequent strong performance contributed
positively to the Company's reported financial performance in the first half
of the year.
After the period end, the Company announced a new investment of £30 million
in Intersect Power, a large-scale renewable energy platform located in the US.
The investment followed discussions between the Board and Pantheon in
appraising the relative merits and potential NAV accretion of re-investing the
forecast Calpine sale proceeds.
We were also proud to mark the Company's inclusion in the FTSE 250 Index in
June 2025, a milestone that reflects growing investor confidence and the
strength of our investment strategy and operational model. This was a
direct consequence of the significant narrowing of PINT's discount to NAV
noted above.
In keeping with the Company's IPO target to seek a progressive dividend
policy, and its ongoing NAV performance, I am also pleased to report the
Board's decision to increase the first interim dividend for the year ending 31
December 2025 by 3.5% to 2.173p per share. This will be payable on 24 October
2025. Our expectation remains that the dividend will be fully covered this
year, assuming the completion and receipt of the initial proceeds of the
Calpine sale.
5.6% 2.173p per share
NAV Total Return dividend declared
Strategy
The Company's differentiated approach seeks to generate attractive
risk-adjusted returns through its diversified portfolio of investments in
high-quality international infrastructure businesses, focusing on assets that
offer downside and inflation protection. Leveraging Pantheon's extensive
experience in infrastructure investing and its c.$23 billion infrastructure
platform, PINT has been able to invest in specific transactions that Pantheon
deems to be most attractive, notably businesses with robust operations and
significant growth potential, in sub-sectors benefiting from long-term
positive trends and managed by high-quality Sponsors.
Economic environment
The first half of 2025 has been shaped by significant economic disruption
arising from trade restrictions promoted by the new US regime, dampening
investor confidence and growth. This has translated to a direct effect on
global economic output, with the IMF projecting an average subdued economic
growth rate across G7 economies of 1.7%.
Inflation also continues to prove much stickier than anticipated, reducing the
prospect of more significant interest rate reductions in the UK and the
Eurozone.
This slower tapering off of interest rates has proven to be problematic for
the alternatives investment trust sector, which continues to be defined by
high share price discounts to net asset values, despite some recent narrowing
in certain areas. Notwithstanding these pressures, infrastructure, including
the assets in PINT's Portfolio, continues to stand out as a resilient asset
class, offering long-duration, often inflation-linked cash flows not
susceptible to GDP shocks and offering growth.
Performance
PINT's Portfolio continues to perform strongly from both an operational and
NAV perspective. Valuation gains represent the majority of the Company's NAV
performance since IPO, which to date has exceeded the 8-10% NAV Total Return
guidance. Performance in the period has been attributable to a number of
outperformers including, but not limited to, our investments in: Calpine,
which has benefited significantly from Constellation's increased share price
(although the sale has cleared certain regulatory hurdles, it remains subject
to final clearance by the US Department of Justice); Primafrio, which has
experienced a surge in growth following subdued earnings immediately after our
investment; and Fudura, which continues to successfully implement its business
model to become a one‑stop energy solution to SME customers in an
increasingly complex energy market.
Capital allocation
As noted above, the Company recently announced its first new investment in
almost two years. This decision was taken after engagement between the Board
and the Investment Manager, and is a reflection of the attractiveness of the
investment opportunity, the Company's narrower discount to NAV, and the cash
expected to be received as part of the consideration arising from the sale of
the investment in Calpine. The decision reflects the views expressed by many
larger shareholders favouring greater Portfolio diversification. While we do
expect to utilise our RCF to part fund the acquisition, we are expecting the
facility to be repaid with the initial Calpine sale proceeds.
The Company will continue to exercise discipline and consider optimal capital
allocation on a case-by-case basis, depending on the attractiveness of new
investment opportunities, the Company's share price discount to NAV, and the
associated hurdle rate for re-investment. The Investment Manager continues to
identify a range of attractive opportunities. This ensures that the Company
is well positioned to take advantage of new investment opportunities in the
future - should the Company be in a position to raise further capital for
investment, or to redeploy the proceeds of any future asset realisations.
Discount control
Since October 2022, the Company's share price has traded at an average
discount to NAV of 19.7%. This has primarily been in response to high levels
of economic uncertainty in the UK arising from increased interest rates,
higher inflation and geopolitical uncertainty. These varied factors are not
unique to the Company, therefore it has been encouraging to see the discount
narrow notably for the Company over the last twelve months, positioning PINT
favourably amongst the infrastructure and renewables sub-sector of investment
companies.
Although the discount has narrowed, the Board continues to believe it is
unwarranted given the Company's excellent NAV performance and its
differentiated investment strategy. In tandem with pursuing new investment
activity, as noted previously, the Board recognises the importance of
maintaining the ability to undertake further share buybacks, to respond to
any future share price weakness.
Outlook
We are excited about the Company's prospects not just in the second half of
the year, but well beyond. While the macroeconomic environment continues to
present challenges - including persistent inflationary pressures, elevated
interest rates and geopolitical uncertainty - the essential nature of
infrastructure assets provides a strong foundation for resilience and
opportunity for growth.
The expected realisation of our investment in Calpine means that new
investment activity - beyond that already noted previously - becomes a
possibility again. However, the Company will remain selective and disciplined,
in keeping with the approach of Pantheon to prioritise the need for strong
downside protection. We are encouraged by the pipeline of potential
investments and the Investment Manager's ability to source and execute
favourable transactions in a competitive market.
While we remain vigilant in the face of external headwinds, the Board is
confident in the Company's ability to continue delivering value to
shareholders over the medium to long term.
Patrick O'Donnell Bourke
Chair
24 September 2025
INVESTMENT MANAGER'S REPORT
Founded in 1982, Pantheon has established itself as a leading global
multi‑strategy investor in private equity, infrastructure and real assets,
and private debt.
Pantheon's infrastructure experience
Since 2009, Pantheon has completed more than 235 infrastructure investments
across primaries, secondaries and co‑investments alongside more than 60
Sponsors, solidifying its position as one of the largest managers investing in
infrastructure. The global infrastructure investment team managed c.$24
billion in AUM as at 31 March 2025.
Pantheon platform
$75bn(1) >740 130+ 12
Funds under management Institutional investors globally Investment professionals Global offices
Pantheon private infrastructure
$24.0bn(1) 235+ 35 23 years
AUM Investments Investment professionals Average years' experience of Investment Committee
Pantheon private infrastructure co-investments
$4.4bn 57 62 11.6%
Total commitments Total investments Asset sourcing partners Notional net IRR(2) (as of 31 March 2025)
1. As at 31 March 2025. 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 31 March 2025. 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.
Portfolio(1)
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, Renewables & Energy Efficiency
and Social & Other Infrastructure.
As at 30 June 2025, the Company had a total of £558.9 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 42% of NAV1,
across the data centre, towers and fibre sub‑sectors. Three investments,
representing 30%, 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 (15%).
Net working capital comprised 3% of NAV at 30 June 2025.
NAV pence per share movement (period to 30 June 2025)
NAV increased over the period by 4.6p per share (period to 30 June 2024:
7.3p per share), after adjusting for dividends paid of 2.1p per share over
the period (period to 30 June 2024: 2.0p per share). The movement in the
period was principally driven by fair value gains of 7.4p per share
(period to 30 June 2024: 9.7p per share), partially offset by adverse
foreign exchange movements of (2.7)p per share (period to 30 June 2024:
(0.5)p per share), attributable principally to the weakening of the USD during
the period, which was offset by a positive 3.0p per share movement from the
foreign exchange hedging programme (period to 30 June 2024: 0.8p per share).
There were no share buybacks in the period (period to 30 June 2024: 0.2p per
share), with a reduction of (1.0)p per share (period to 30 June 2024: (0.9)p
per share) related to fund operating and financing expenses, resulting in a
closing NAV of 122.7p per share. This excludes the impact of the first interim
dividend for the year to 31 December 2025 of 2.173p per share, which is to be
paid on 24 October 2025.
NAV Pence per share movement
As at 31 December 2024 - 118.1p
Fair value gains - 7.4p
Foreign exchange movement - (2.7)p
Foreign exchange hedge - 3.0p
Expenses - (1.0)p
Dividends paid (2.1)p
As at 30 June 2025 - 122.7p
1. Based on NAV of £575 million at 30 June 2025.
12.3% 36% 82% £78m
Weighted average Weighted average gearing Weighted average hedged debt Weighted aggregate EBITDA
discount rate(2)
December 2024: December 2024: December 2024: December 2024:
13.6% 35% 79% £74m
Weighted average discount rate is based on the discount rate of each Weighted average gearing is calculated by reference to the ratio of total Weighted average hedged debt is calculated by reference to the ratio of hedged Weighted aggregate EBITDA is based on the last twelve months EBITDA of each
Portfolio Company investment at 30 June 2025, weighted on an investment fair hedged debt relative to total net debt of each Portfolio Company, weighted debt relative to net debt of each Portfolio Company. Hedging arrangements are Portfolio Company at 30 June 2025, weighted by PINT's ownership of underlying
value basis (excluding undrawn commitments), across all 13 investments. across all 13 investments. typically aligned with underlying debt tenors. Portfolio Companies and converted to GBP as necessary.
1. The portfolio data, being the weighted average discount rate,
weighted average gearing, weighted average hedged debt and weighted aggregate
EBITDA, is calculated based on information reported to Pantheon by the
investment Sponsors. The information is not audited.
2. Weighted average discount rate of 12.3% is based on the discount
rate or implied discount rate of each Portfolio Company investment at 30 June
2025, weighted on an investment fair value basis (excluding undrawn
commitments), across all 13 investments, and excluding the component of the
fair value of Calpine that relates to the expected CEG share consideration.
Portfolio: movements in the period
Investment Region Sponsor Portfolio value Drawn Distributions Asset Foreign Portfolio value Undrawn Allocation of Portfolio
31 December commitments (£m) valuation exchange 30 June commitments foreign Investment
2024 (£m) movement movement 2025 30 June exchange hedge Return
(£m) (£m) (£m) (£m) 2025 movements for the period
(£m) (£m) (£m)
Primafrio Europe Apollo 48.8 - - 2.8 1.7 53.3 0.4 (1.1) 3.4
CyrusOne North America KKR 39.6 - - 0.7 (3.4) 36.9 - 3.8 1.1
National Gas UK Macquarie 46.3 - (1.6) 2.5 - 47.2 - - 2.5
Vertical Bridge North America DigitalBridge 25.9 - - (0.7) (2.2) 23.0 - 2.4 (0.5)
Delta Fiber Europe Stonepeak 29.0 - - (1.0) (2.4) 25.6 0.1 - (3.4)
Cartier Energy North America Vauban 32.1 - - 0.2 (2.8) 29.5 - 2.9 0.3
Calpine North America ECP 83.5 - (0.6) 21.6 (6.8) 97.7 - 6.6 21.4
Vantage Data Centers North America DigitalBridge 31.1 - - 2.4 (2.7) 30.8 - 2.8 2.5
Fudura Europe DIF 48.8 - (0.8) 2.4 1.8 52.2 1.6 (1.1) 3.1
National Broadband Ireland Europe Asterion 46.6 - (1.6) 1.3 1.7 48.0 2.9 (1.1) 1.9
GD Towers Europe DigitalBridge 42.7 - (0.2) 0.9 1.6 45.0 2.5 (1.0) 1.5
GlobalConnect Europe EQT 20.6 - - 0.3 0.7 21.6 - - 1.0
Zenobē UK Infracapital 36.7 - - 1.0 - 37.7 2.9 - 1.0
Grand total 531.7 - (4.8) 34.4 (12.8) 548.5 10.4 14.2 35.8
Portfolio: inception to date
A B C D
Valuation Allocation of
30 June foreign exchange
2025 hedge movements
Drawn Distributions
commitments
Investment Region Sponsor (£m) (£m) (£m) (£m) MOIC(1)
Primafrio Europe Apollo 39.2 - 53.3 1.5 1.4x
CyrusOne North America KKR 24.6 - 36.9 1.9 1.6x
National Gas UK Macquarie 40.8 7.3 47.2 - 1.3x
Vertical Bridge North America DigitalBridge 23.8 1.2 23.0 1.2 1.1x
Delta Fiber Europe Stonepeak 22.8 - 25.6 - 1.1x
Cartier Energy North America Vauban 33.2 - 29.5 1.8 0.9x
Calpine North America ECP 45.5 21.8 97.7 6.9 2.8x
Vantage Data Centers North America DigitalBridge 29.9 - 30.8 4.8 1.2x
Fudura Europe DIF 38.1 0.8 52.2 1.6 1.4x
National Broadband Ireland Europe Asterion 43.5 6.5 48.1 2.1 1.3x
GD Towers Europe DigitalBridge 39.4 2.2 45.0 1.8 1.2x
GlobalConnect Europe EQT 19.0 - 21.6 - 1.1x
Zenobē UK Infracapital 32.1 - 37.6 - 1.2x
Grand total 431.9 39.8 548.5 23.6 1.42x
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
Specialised temperature‑controlled transportation and logistics company in
Europe primarily focused on the export of fresh fruit and vegetables from
Iberia to Northern Europe.
TRANSPORT & LOGISTICS
EUROPE
£53m PINT NAV 30 June 2025
1.4x MOIC 30 June 2025
21.03.22 Date of commitment
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 provides 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 saw total volumes increase, along with a recovery in margins
resulting from falling fuel and leasing costs. Utilisation of the company's
new facilities in Belfort and Valencia is expected to ramp up over the coming
year, as management focus on other potential growth opportunities. The company
has recently refinanced the original acquisition debt on a longer tenor and
more favourable pricing.
CyrusOne
www.cyrusone.com
Operates more than 50 high‑performance data centres representing more than
four million sq ft of capacity across North America and Europe.
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£37m PINT NAV 30 June 2025
1.6x MOIC 30 June 2025
28.03.22 Date of commitment
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 PINT's investment has 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. A
chief focus of management remains on ensuring sufficient availability of power
and capital to meet increased demand. The company is exploring a number of
strategic relationships with large utilities on the energy front, having
recently announced a co‑location arrangement with Calpine, one of PINT's
other investments.
National Gas
www.nationalgas.com
The owner and operator of the UK's sole gas transmission network, regulated by
Ofgem, and an independent, highly contracted metering business.
POWER & UTILITIES
UK
£47m PINT NAV 30 June 2025
1.3x MOIC 30 June 2025
28.03.22 Date of commitment
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
Following submission of its business plan in December 2024, National Gas
received Ofgem's draft determination for RIIO-GT3 in July. The draft
recognises the continued critical role of the biomethane network, with no
accelerated depreciation proposed, and the company is now in detailed
engagement with Ofgem ahead of the final determination by the end of 2025. A
decision is still awaited from government in relation to the blending of up to
20% hydrogen in the existing gas transmission network and investments related
to hydrogen and CO(2) are expected to be agreed under a standalone regulatory
control framework. However it is expected that blending up to 2% will be
approved for commencement as soon as 2026.
Vertical Bridge
www.verticalbridge.com
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.
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£23m PINT NAV 30 June 2025
1.1x MOIC 30 June 2025
04.04.22 Date of commitment
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 continues with the integration of the portfolio acquired from
Verizon at the end of 2024, which represented an increase of approximately
6,000 towers. Management views the newly acquired portfolio as highly
complementary to the company's existing assets, citing strong strategic
synergies and the significant lease-up potential, given the portfolio's
currently low tenancy ratio. The business's primary growth focus now is on
increasing co-location revenues, which have grown materially year-on-year,
which will be augmented by its BTS programme, driven by expanding partnerships
with major mobile network operators focused on accelerating 5G deployment.
Delta Fiber
www.deltafibernederland.nl
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.
DIGITAL INFRASTRUCTURE
EUROPE
£26m PINT NAV 30 June 2025
1.1x MOIC 30 June 2025
26.04.22 Date of commitment
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 has substantially completed its network rollout, delivering the
project on time and within budget. With the build phase now behind it, the
business is shifting focus from development to steady-state operations,
prioritising increased customer adoption to drive penetration. Alongside
efforts to enhance network densification through its retail business, Delta
Fiber sees further wholesale network sharing agreements - such as those
already established with Odido (formerly T-Mobile Netherlands) and, more
recently, VodafoneZiggo - as key growth levers. The proposed sale of
approximately 200,000 connections to Glaspoort, to which Delta Fiber will
retain access for its existing retail footprint, remains subject to regulatory
approval.
Cartier Energy
Platform of eight district energy systems located across the Northeast,
Mid‑Atlantic and Midwest of the US.
POWER & UTILITIES
NORTH AMERICA
£30m PINT NAV 30 June 2025
0.9x MOIC 30 June 2025
23.05.22 Date of commitment
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.
· Predominantly '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 entered a period of operational stability following a challenging
initial three years of the investment. The business has benefited from more
stable hot water and steam volumes so far this year, alongside incremental
gains from rising chilled water demand and favourable capacity market pricing,
bringing financial performance on existing assets closer to original
underwriting expectations. Management remains focused on customer pricing
optimisation, while beginning to explore growth opportunities with existing
clients that were previously deprioritised due to early-stage operational
hurdles.
Calpine
www.calpine.com
Independent power producer with c.26GW of principally gas-fired generating
capacity, including c.770MW of operational renewables.
POWER & UTILITIES
NORTH AMERICA
£98m PINT NAV 30 June 2025
2.8x MOIC 30 June 2025
27.06.22 Date of commitment
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
many US corporations target net zero carbon emissions 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 continues to benefit favourably from increased demand from AI data
centres, which has dramatically shifted the long-term outlook for base load
power generators. The sale of the business to Constellation Corporation,
announced in January 2025 for a consideration of cash (c.25%) and
Constellation shares (c.75%), continues to progress, with the final material
clearance expected from the US Department of Justice in Q4 2025, and PINT will
initially be left with residual exposure to Constellation's stock. The
combined entity will have more than 50GW of generation capacity across
nuclear, gas, geothermal and other renewable technologies. [Pantheon continues
to explore potential routes to mitigate its exposure to Constellation stock in
an efficient way, potentially through hedging instruments.
Vantage Data Centers
www.vantage-dc.com
Leading provider of wholesale data centre infrastructure to large enterprises
and hyperscale cloud providers.
DIGITAL INFRASTRUCTURE
NORTH AMERICA
£31m PINT NAV 30 June 2025
1.2x MOIC 30 June 2025
01.07.22 Date of commitment
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
Vantage continues to deliver strong growth, supported by resilient demand and
disciplined execution. The business maintains high occupancy and leasing
momentum, with recent signings enhancing revenue visibility. However,
macroeconomic pressures, such as rising tariffs and recession concerns, have
resulted in some slower decision making and increased supply chain costs,
which to date have largely been passed on to customers. To address growing
power constraints and accelerate capacity deployment, Vantage has partnered
with VoltaGrid to deliver over 1GW of off-grid power across its portfolio.
This relationship enables rapid infrastructure delivery, particularly in
constrained power markets, while supporting sustainability goals through
low-emission, hydrogen and biomethane‑compatible microgrid solutions. The
partnership has provided meaningful acceleration of RFS (ready-for-service)
dates across a number of key developments.
Fudura
www.fudura.nl
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.
RENEWABLES & ENERGY EFFICIENCY
EUROPE
£52m PINT NAV 30 June 2025
1.4x MOIC 30 June 2025
25.07.22 Date of commitment
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, despite grid congestion proving to
be a major bottleneck for the company's medium‑voltage infrastructure
offering. This performance has been partially offset by a slower rollout to
date of the adjacent product lines that formed a key pillar of the investment
thesis. The company finalised the appointment of a new CEO during Q2, with an
incoming brief to focus on growth of new energy solutions, including battery
storage, smart metering and EV charging, which are expected to offset the
slower market growth in transformer leasing.
National Broadband Ireland
www.nbi.ie
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.
DIGITAL INFRASTRUCTURE
EUROPE
£48m PINT NAV 30 June 2025
1.3x MOIC 30 June 2025
09.11.22 Date of commitment
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 deployment now around 70%
complete. 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 levels predicted at this stage of the rollout, with the expectation that
the remaining equity commitment to the company will not be required.
GD Towers
Largest tower operator and telecom infrastructure network in Western Europe
with c.40,000 tower sites across Germany and Austria.
DIGITAL INFRASTRUCTURE
EUROPE
£45m PINT NAV 30 June 2025
1.2x MOIC 30 June 2025
31.01.23 Date of commitment
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 broadly in line with the original investment
case. The business has made significant progress in streamlining its BTS
operations, significantly reducing lead times and addressing a key improvement
area identified in the initial business plan. The company is now shifting its
focus to managing unitary capex in light of cost inflation. Co-location
revenues have also increased, driven by a strategic focus on expanding
relationships with mobile network operators beyond Deutsche Telekom.
GlobalConnect
www.globalconnectgroup.com
Leading pan-Nordic wholesale and retail telecoms business with extensive fibre
network and data centre portfolio.
DIGITAL INFRASTRUCTURE EUROPE
£22m PINT NAV 30 June 2025
1.1x MOIC 30 June 2025
22.06.23 Date of commitment
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 (FTTH) 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.
Zenobē
www.zenobe.com
Zenobē provides essential infrastructure that contributes to international
power and transport sector decarbonisation targets.
RENEWABLES & ENERGY EFFICIENCY
UK
£38m PINT NAV 30 June 2025
1.2x MOIC 30 June 2025
07.09.23 Date of commitment
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.
· Significant overseas growth potential in the US and Europe.
Performance update
Zenobē continues to regularly secure high-profile contracts, though overall
profitability is currently tracking behind the entry plan. This is primarily
due to slower-than-expected growth in the bus segment and revenue volatility
in battery trading, which has impacted the network infrastructure side of the
business. Management remains confident in a recovery on the bus side,
supported by strong customer relationships and the sector's decarbonisation
obligations. Meanwhile, the company has made substantial progress in gearing
up for international growth, now targeting projects in Europe as well as North
America.
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 period, the Portfolio generated underlying growth of £34.4 million
(30 June 2024: £45.5 million), reflecting a 6.5% (30 June 2024: 9.5%)
movement on the opening capital invested, adjusted for capital calls of £nil
(30 June 2024: £5.6 million), but before adjusting for distributions to PINT
totalling £4.8 million (30 June 2024: £4.3 million).
Portfolio movement (£million)
Opening portfolio - 531.7
Distributions received(2) - (4.8)
Asset valuation movement - 34.4
Foreign exchange movement - (12.8)
Closing portfolio - 548.5
Movements in foreign exchange values resulted in a foreign exchange loss of
£12.8 million (30 June 2024: £2.7 million), offset at a Company level by a
foreign exchange hedging gain of £14.2 million (30 June 2024: £3.9 million),
resulting in a closing value of £548.5 million at 30 June 2025 (30 June
2024: £515.8 million).
The Portfolio had a weighted average discount rate (WADR) of 12.3%(1) at the
period end (30 June 2024: 13.6%).
Outlook
The Investment Manager continues to execute on a wide range of single asset
transactions for other clients. There remains a large and diversified pipeline
of actionable investment opportunities for the Company, should its capacity to
invest change materially, either as a result of accelerated disposal activity
or the return of a more positive fundraising environment.
1. Weighted average discount rate of 12.3% is based on the discount rate
or implied discount rate of each Portfolio Company investment at 30 June 2025,
weighted on an investment fair value basis (excluding undrawn commitments),
across all 13 investments, and excluding the component of the fair value of
Calpine that relates to the expected CEG share consideration.
2. Includes a £0.3 million recallable distribution, which is reflected as
a negative capital call.
For information regarding our investment policy, please refer to page 130 of
the Pantheon Infrastructure Plc annual report 2024.
INTERIM MANAGEMENT REPORT AND RESPONSIBILITY STATEMENT OF THE DIRECTORS IN
RESPECT OF THE INTERIM REPORT
Interim management report
The important events that have occurred during the period under review, the
key factors influencing the financial statements and the principal
uncertainties for the remaining six months of the financial year are set out
in the Chair's statement and the Investment Manager's report. The principal
risks facing the Company are substantially unchanged since the date of the
annual report for the year ended 31 December 2024 and continue to be as set
out in that report on pages 57 to 60. Risks faced by the Company include, but
are not limited to, investment performance, market conditions and
macroeconomic risk, political and regulatory changes, share price trading
below NAV, liquidity management including level and cost of debt, portfolio
concentration risk, valuation risk, over‑reliance on the Investment Manager,
tax status and legislation, third‑party providers, cyber security, climate
change risks, and global geopolitical risk.
Each Director confirms that, to the best of his or her knowledge:
· the condensed set of financial statements has been prepared in
accordance with FRS 104: Interim Financial Reporting and gives a true and fair
view of the assets, liabilities, financial position and return of the Company;
and
· the interim financial report includes a fair review of the
information required by:
· DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being
an indication of important events that have occurred for the six months to
30 June 2025 and their impact on the set of financial statements; and a
description of the principal risks and uncertainties for the remaining six
months of the year; and
· DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the six months to 30 June
2025 and that have materially affected the financial position or performance
of the Company during that period.
This interim financial report was approved by the Board on 24 September 2025
and was signed on its behalf by:
Patrick O'Donnell Bourke
Chair
24 September 2025
INDEPENDENT REVIEW REPORT
To the members of Pantheon Infrastructure Plc
Conclusion
We have been engaged by Pantheon Infrastructure Plc (the 'Company') to review
the condensed set of financial statements in the half‑yearly financial
report for the six months ended 30 June 2025 which comprises the income
statement, statement of changes in equity, balance sheet, cash flow
statement, and Notes 1 to 23. We have read the other information contained in
the half-yearly financial report and considered whether it contains any
apparent misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with FRS 104 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, 'Review of Interim Financial Information Performed by
the Independent Auditor of the Entity' (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in Note 1, the annual financial statements of the Company are
prepared in accordance with United Kingdom Generally Accepted Accounting
Practice. The condensed set of financial statements included in this
half-yearly financial report has been prepared in accordance with the
Financial Reporting Standard FRS 104 'Interim Financial Reporting'.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed
in an audit, as described in the basis for conclusion section of this report,
nothing has come to our attention to suggest that management have
inappropriately adopted the going concern basis of accounting or that
management have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
this ISRE, however future events or conditions may cause the entity to cease
to continue as a going concern.
Responsibilities of the Directors
The Directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.
In preparing the half-yearly financial report, the Directors are responsible
for assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to
liquidate the Company or to cease operations, or have no realistic alternative
but to do so.
Auditor's responsibility for the review of the financial information
In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statements in the
half-yearly financial report. Our conclusion, including our conclusions
relating to going concern, are based on procedures that are less extensive
than audit procedures, as described in the basis for conclusion paragraph of
this report.
Use of our report
This report is made solely to the Company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) 'Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity' issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London, United Kingdom
24 September 2025
CONDENSED INCOME STATEMENT (UNAUDITED)
For the six months to 30 June 2025
Six months ended (Restated(2)) Year ended
30 June 2025 Six months ended 31 December 2024
30 June 2024
Note Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Gain on investments at fair value through profit or loss(1) 10 - 17,454 17,454 - 28,041 28,041 - 43,200 43,200
Gains on financial instruments at fair value through profit or loss 13 - 14,187 14,187 - 3,944 3,944 - 5,721 5,721
Foreign exchange (losses) /gains on cash and non-portfolio assets - (22) (22) - 32 32 - 264 264
Investment income 2 3,984 - 3,984 14,706 - 14,706 33,001 - 33,001
Investment management fees 3 (2,771) - (2,771) (2,608) - (2,608) (5,378) - (5,378)
Other expenses 4 (875) - (875) (781) - (781) (1,546) - (1,546)
Profit before financing and taxation 338 31,619 31,957 11,317 32,017 43,334 26,077 49,185 75,262
Finance income 5 277 - 277 366 - 366 488 - 488
Interest payable and similar expenses 6 (1,078) - (1,078) (970) - (970) (2,048) - (2,048)
(Loss)/profit before taxation (463) 31,619 31,156 10,713 32,017 42,730 24,517 49,185 73,702
Taxation 7 (35) - (35) - - - (1,576) - (1,576)
(Loss)/profit for the period, being total comprehensive income for the period (498) 31,619 31,121 10,713 32,017 42,730 22,941 49,185 72,126
Earnings per share - basic and diluted 8 (0.11)p 6.75p 6.64p 2.28p 6.81p 9.09p 4.89p 10.48p 15.37p
1. Includes foreign exchange movements on investments.
2. See Note 1(f) below.
The Company does not have any income or expense that is not included in the
return for the period, therefore the return for the period is also the total
comprehensive income for the period. The supplementary revenue and capital
columns are prepared under guidance published in the Statement of Recommended
Practice (SORP) issued by the Association of Investment Companies (AIC). The
total column of the statement represents the Company's statement of total
comprehensive income prepared in accordance with FRS 102.
All revenue and capital items in the above statement relate to continuing
operations.
The Notes below form part of these financial statements.
Condensed statement of changes in equity (unaudited)
For the six months to 30 June 2025
For the six months Share capital Share premium Capital redemption reserve(1) Capital reserve(1) Revenue reserve(1) Total
ended 30 June 2025 Note £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 4,800 79,262 349,547 116,006 3,878 553,493
Dividends paid 9 - - (6,741) - (3,100) (9,841)
Profit/(loss) for the period - - - 31,619 (498) 31,121
Closing equity shareholders' funds 4,800 79,262 342,806 147,625 280 574,773
For the six months ended 30 June 2024
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 - - (2,752) - - (2,752)
Share buyback costs - - (19) - - (19)
Dividends paid 9 - - (9,391) - - (9,391)
Profit for the period - - - 32,017 10,713 42,730
Closing equity shareholders' funds 4,800 79,262 350,195 98,838 1,506 534,601
For the year ended 31 December 2024
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 - - (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
1. Capital redemption reserve, capital reserve and revenue reserve are all
distributable reserves. The capital redemption reserve has arisen from the
cancellation of the Company's share premium account. The Company is able to
distribute realised gains from the capital reserve. As at 30 June 2025, there
were £16,463,000 reserves available for distribution from this reserve (30
June 2024: £4,166,000; 31 December 2024: £15,219,000).
The Notes below form part of these financial statements.
Condensed Balance sheet (unaudited)
As at 30 June 2025
Note 30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Fixed assets
Investments at fair value 10 548,698 515,831 531,684
Derivative financial instruments 13 538 - -
Debtors 11 430 740 275
Current assets
Derivative financial instruments 13 8,879 8,577 4,688
Debtors 11 535 974 952
Cash and cash equivalents 12 20,628 11,049 23,778
30,042 20,600 29,418
Creditors: Amounts falling due within one year
Derivative financial instruments 13 (2,420) - (5,591)
Other creditors 14 (1,812) (1,824) (1,905)
(4,232) (1,824) (7,496)
Net current assets 25,810 18,776 21,922
Total assets less current liabilities 575,476 535,347 553,881
Creditors: Amounts falling due after one year
Derivative financial instruments 13 (703) (746) (388)
Net assets 574,773 534,601 553,493
Capital and reserves
Called-up share capital 16 4,800 4,800 4,800
Share premium 79,262 79,262 79,262
Capital redemption reserve 342,806 350,195 349,547
Capital reserve 147,625 98,838 116,006
Revenue reserve 280 1,506 3,878
Total equity shareholders' funds 574,773 534,601 553,493
NAV per Ordinary Share 17 122.7p 113.9p 118.1p
The financial statements were approved by the Board of Pantheon Infrastructure
Plc on 24 September 2025 and were authorised for issue by:
Patrick O'Donnell Bourke
Chair
Company Number: 13611678
The Notes below form part of these financial statements.
Condensed cash flow statement (unaudited)
For the six months to 30 June 2025
Six months ended Six months ended Year
30 June 30 June ended
2025 2024 31 December 2024
£'000 £'000 £'000
Cash flow from operating activities
Investment management fees paid (2,803) (2,552) (5,261)
Operating fees paid (833) (775) (1,422)
Other cash payments (110) (84) (163)
Net cash outflow from operating activities (3,746) (3,411) (6,846)
Cash flow from investing activities
Purchase of investments/capital calls (87) (1,417) (6,570)
Distributions from PIH LP 3,599 - 21,180
Distributions from investments 836 - -
Derivative financial instruments gain on settlement 6,603 - 10,899
Net cash inflow/(outflow) from investing activities 10,951 (1,417) 25,509
Cash flow from financing activities
Share buyback costs - (2,975) (3,624)
Dividends paid (9,841) (9,391) (19,247)
Loan facility drawdown - - 3,000
Loan facility repayment - - (3,000)
Loan facility arrangement fee - (698) (734)
Loan facility commitment fee (575) (863) (1,438)
Finance costs - (1) (20)
Finance income 83 412 553
Net cash outflow from financing activities (10,333) (13,516) (24,510)
Decrease in cash and cash equivalents in the period/year (3,128) (18,344) (5,847)
Cash and cash equivalents at the beginning of the period/year 23,778 29,361 29,361
Foreign exchange (losses) / gains (22) 32 264
Cash and cash equivalents at the end of the period/year 20,628 11,049 23,778
The Notes below form part of these financial statements.
Notes to the interim financial statements (unaudited)
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, 51 Lime Street, London, United Kingdom, EC3M 7DQ.
A. Basis of preparation
The Company applied FRS 102 and the Statement of Recommended Practice (SORP)
for the year ended 31 December 2024 in its financial statements. The condensed
financial statements for the six months to 30 June 2025 have therefore been
prepared in accordance with FRS 104: Interim Financial Reporting. The
condensed financial statements have been prepared on the same basis as the
statutory accounts for the year ended 31 December 2024. They have also been
prepared on the assumption that approval as an investment trust will continue
to be granted. The Company's condensed financial statements are presented
in GBP and all values are rounded to the nearest thousand pounds (£'000)
except when indicated otherwise.
The condensed financial statements have been prepared in accordance with the
SORP principles for the financial statements of investment trust companies and
venture capital trusts issued by the Association of Investment Companies
(AIC) in July 2022.
The financial information contained in this interim report, the comparative
figures for the six months ended 30 June 2024 and the comparative information
for the year ended 31 December 2024 do not constitute statutory accounts
within the meaning of section 434 of the Companies Act 2006. The financial
information for the six months ended 30 June 2025, and for the six months
ended 30 June 2024, has not been audited but has been reviewed by the
Company's Auditor and their report can be found above. The annual report and
financial statements for the year ended 31 December 2024 has been delivered to
the Registrar of Companies. The report of the Auditor was: (i) unqualified;
(ii) did not include a reference to any matters which the Auditor drew
attention to by way of emphasis without qualifying the report; and (iii) did
not contain statements under section 498(2) and (3) of the Companies Act 2006.
The financial statements comprise the results of the Company only. The Company
has control over a number of subsidiaries. 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 30 June 2025.
In addition, the Directors have assessed the outlook, which considers the
potential further impact of ongoing geopolitical uncertainties and 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.
In reaching this conclusion, the Board considered budgeted and projected
results of the business, including projected cash flows, various downside
modelling scenarios and the risks that could impact the Company's liquidity.
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 assets 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. 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.
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 valuations are assumed to be reliable. These valuations are
reviewed periodically for reasonableness and recorded up to the measurement
date. The Sponsor is usually the best placed party to determine the
appropriate valuation. The annual and quarterly reports received from the
Sponsors are reviewed by the Investment Manager to ensure consistency and
appropriateness of approach to reported valuations. The valuations are
approved by the Investment Manager's Valuation Committee.
E. Investment income
Distributions from PIH LP to the Company are recognised within the revenue
column of the income statement when the Company's 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.
F. Restatement
For the six-month period ended 30 June 2024, the capital column of the income
statement has been restated. This adjustment reflects a reclassification of
£5,204,000 of investment income to gains on investments held at fair value,
following a reassessment of the nature of the return from the investment. The
restated balance for gains on investments held at fair value is £28,041,000
(previously reported as £22,837,000).
Investment income and gains on investments held at fair value were reported
correctly for the year ended 31 December 2024.
There is no impact on the results for the six-month period ended 30 June 2024.
However, the face of the income statement has been updated to reflect this
restatement, along with corresponding updates to Notes 2, 10 and 18.
2. Investment income
(Restated)
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Income from infrastructure investments 3,984 - 3,984 14,706 - 14,706 33,001 - 33,001
3,984 - 3,984 14,706 - 14,706 33,001 - 33,001
In the six months ended 30 June 2024, £14.7 million of investment income
related to distributions from infrastructure investments received by PIH LP
prior to 31 December 2023, previously recorded as an unrealised gain on fair
value through profit or loss, which were distributed from PIH LP to the
Company in the period to 30 June 2024.
3. Investment management fees
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Investment management fees 2,771 - 2,771 2,608 - 2,608 5,378 - 5,378
2,771 - 2,771 2,608 - 2,608 5,378 - 5,378
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 30 June 2025, £1,414,000 was owed for investment management fees (30
June 2024: £1,385,000; 31 December 2024: £1,446,000).
The Investment Manager does not charge a performance fee.
4. Other expenses
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Secretarial and accountancy services 104 - 104 108 - 108 226 - 226
Depositary services 42 - 42 38 - 38 84 - 84
Fees payable to the Company's Auditor for audit-related assurance services
- Annual financial statements 64 - 64 78 - 78 126 - 126
Fees payable to the Company's Auditor for non-audit-related assurance 41 - 41 35 - 35 41 - 41
services(1)
Director's remuneration 114 - 114 95 - 95 189 - 189
Employer's National Insurance 13 - 13 14 - 14 21 - 21
Legal and professional fees 35 - 35 50 - 50 66 - 66
VAT irrecoverable 107 - 107 47 - 47 163 - 163
Other fees 355 - 355 16 - 316 630 - 630
75 - 875 781 - 781 1,546 - 1,546
1. The non-audit fees payable to the Auditor relate to the review of the
Company's half-year report.
5. Finance income
Six months ended Six months ended
30 June 30 June Year ended
2025 2024 31 December 2024
£'000 £'000 £'000
Finance income 277 366 488
277 366 488
6. Interest payable and similar expenses
Six months ended Six months ended Year ended
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Commitment fee payable on borrowings 570 580 1,157
Amortisation of loan arrangement fee 506 389 871
Loan interest - - 18
Bank interest expense 2 1 2
1,078 970 2,048
7. Taxation
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Withholding tax deducted from distributions received 35 - 35 - - - 1,576 - 1,576
Tax charge
The tax charge for the period differs from the standard rate of corporation
tax in the UK of 25% (31 December 2024: 25%). The differences are explained
below:
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000 Revenue £'000 Capital £'000 Total £'000
Net return before tax (463) 31,619 31,156 10,713 32,017 42,730 24,517 49,185 73,702
Tax at UK corporation tax rate of 25% (116) 7,905 7,789 2,678 8,004 10,682 6,129 12,296 18,425
Non-taxable investment, derivative and foreign exchange gains - (7,905) (7,905) - (6,703) (6,703) - (12,296) (12,296)
Non-taxable investment income (996) - (996) (3,677) (1,301) (4,978) (8,250) - (8,250)
Carry forward management expenses 1,112 - 1,112 999 - 999 2,121 - 2,121
Withholding tax deducted from distributions received 35 - 35 - - -- 1,576 - 1,576
35 - 35 - - - 1,576 - 1,576
Factors that may affect future tax charges
The Company is an investment trust and therefore is not subject to tax on
capital gains. Deferred tax is not provided on capital gains and losses
arising on the revaluation or disposal of investments because the Company
meets (and intends to meet for the foreseeable future) the conditions for
approval as an investment trust company. No deferred tax asset has been
recognised in respect of excess management expenses and expenses in excess of
taxable income as they will only be recoverable to the extent that there is
sufficient future taxable revenue.
As at 30 June 2025, excess management expenses are estimated to be £21.2
million (30 June 2024: £12.2 million; 31 December 2024: £16.7 million).
At 30 June 2025, the Company had no unprovided deferred tax liabilities (30
June 2024: £nil; 31 December 2024: £nil).
8. Earnings per share
Earnings per share (EPS) are calculated by dividing profit for the period
attributable to ordinary equity holders of the Company by the weighted average
number of Ordinary Shares in issue during the period. As there are no dilutive
instruments outstanding, the basic and diluted earnings per share are shown
below:
Six months ended Six months ended Year ended
30 June 2025 30 June 2024 31 December 2024
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Earnings for the financial period/year (£'000) (498) 31,619 31,121 10,713 32,017 42,730 22,941 49,185 72,126
Weighted average Ordinary Shares (number) 468,625,000 469,908,516 469,475,273
Basic and diluted earnings per share (0.11)p 6.75p 6.64p 2.28p 6.81p 9.09p 4.89p 10.48p 15.37p
9. Dividends paid
Six months ended Six months ended
30 June 30 June Year ended
2025 2024 31 December 2024
£'000 £'000 £'000
Second interim dividend for the year ended 31 December 2024 of 2.1p (31 9,841 9,391 9,391
December 2023: 2.0p) per Ordinary Share
First interim dividend for the year ended 31 December 2024 of 2.1p per - - 9,856
Ordinary Share
9,841 9,391 19,247
A first interim dividend for the year ending 31 December 2025 of 2.173p per
Ordinary Share has been declared, to be paid on 24 October 2025.
10. Investments
30 June (restated) 31 December 2024
2025 30 June £'000
£'000 2024
£'000
Cost brought forward 424,594 407,778 407,778
Opening unrealised appreciation on investments held
- Unlisted investments 107,090 63,890 63,890
Valuation of investments brought forward 531,684 471,668 471,668
Movement in period/year:
Acquisitions at cost 331 21,326 22,174
Return of capital (771) (5,204) (5,358)
Appreciation on investments held 17,454 28,041 43,200
Valuation of investments at period/year end 548,698 515,831 531,684
Cost carried forward 424,154 429,104 424,594
Closing unrealised appreciation on investments held
- Unlisted investments 124,544 86,727 107,090
Valuation of investments at period/year end 548,698 515,831 531,684
11. Debtors
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Other debtors - non-current(1) 430 740 275
Other debtors - current 272 874 892
Prepayments and accrued income 263 100 60
965 1,714 1,227
1. Loan arrangement fees paid upfront which are to be released to the
income statement until the loan maturity date of 19 March 2027.
12. Cash and cash equivalents
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Cash 7,832 2,326 17,660
Cash equivalents 12,796 8,723 6,118
20,628 11,049 23,778
Cash equivalents of £12,796,000 were held in a money market fund at 30 June
2025 (30 June 2024: £8,723,000; 31 December 2024: £6,118,000).
13. Derivative financial instruments
Six months ended Six months ended
30 June 30 June Year ended
2025 2024 31 December 2024
£'000 £'000 £'000
At the beginning of the period (1,291) 3,887 3,887
Unrealised gains/(losses) on derivative financial instruments 7,585 3,944 (5,178)
At the end of the period/year 6,294 7,831 (1,291)
Realised gain on settlement of derivative financial instruments 6,602 - 10,899
Total gain on derivative financial instruments at fair value through profit or 14,187 3,944 5,721
loss
Current assets 8,879 8,577 4,688
Non-current assets 538 - -
Current liabilities (2,420) - (5,591)
Non-current liabilities (703) (746) (388)
Balance at end of period/year 6,294 7,831 (1,291)
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 30 June 2025, there were 21 contracts due to expire in the next twelve
months valued as a net asset of £6,459,000.
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 30 June 2025, the notional amount of the forward foreign exchange
contracts held by the Company was £378.1 million (30 June 2024:
£364.3 million; 31 December 2024: £384.9 million).
14. Other creditors
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Investment management fees payable 1,414 1,385 1,446
Other creditors and accruals 398 439 459
1,812 1,824 1,905
15. Interest-bearing loans and borrowings
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
At beginning of the period/year - - -
Loan facility in the period/year - - 3,000
Loan facility repaid in the period/year - - (3,000)
Interest-bearing loans and borrowings - - -
Loan arrangement fee brought forward 1,167 1,306 1,306
Loan arrangement fee incurred in the period/year 42 698 733
Amortised loan arrangement fee for the period/year (507) (390) (872)
Loan arrangement fee carried forward 702 1,614 1,167
Total credit facility payable - - -
16. Called-up share capital
30 June 2025 30 June 2024 31 December 2024
Number of shares Nominal value £'000 Number of shares Nominal value £'000 Number of shares Nominal value £'000
Allotted, called up and fully paid:
Ordinary Shares of £0.01
Opening balance 480,000,000 4,800 480,000,000 4,800 480,000,000 4,800
Closing balance 480,000,000 4,800 480,000,000 4,800 480,000,000 4,800
Treasury shares
Opening balance (11,375,000) (7,385,000) (7,385,000)
Shares bought back in the period/year - (3,265,000) (3,990,000)
Closing balance (11,375,000) (10,650,000) (11,375,000)
Total Ordinary Share capital excluding treasury shares 468,625,000 469,350,000 468,625,000
During the period, no Ordinary Shares were bought back in the market (six
months ended 30 June 2024: 3,265,000 Ordinary Shares at a total cost,
including stamp duty, of £2,771,000; year ended 31 December 2024: 3,990,000
Ordinary Shares at a total cost, including stamp duty, of £3,419,000).
17. Net asset value per share
Basic NAV per share is calculated by dividing net assets in the balance sheet
attributable to ordinary equity holders of the Company by the number of
Ordinary Shares, excluding shares held in treasury, outstanding at the end of
the period. As there are no dilutive instruments outstanding, both basic and
diluted NAV per share are shown below.
30 June 30 June 31 December 2024
2025 2024 £'000
£'000 £'000
Net assets attributable (£'000) 574,773 534,601 553,493
Ordinary Shares excluding shares held in treasury 468,625,000 469,350,000 468,625,000
NAV per Ordinary Share 122.7p 113.9p 118.1p
18. Reconciliation of loss before financing costs and taxation to net cash
flows from operating activities
Six months ended Restated
30 June Six months ended Year ended
2025 30 June 31 December 2024
£'000 2024 £'000
£'000
Profit before financing costs and taxation 31,957 43,334 75,262
Gains on investments (17,454) (28,041) (43,200)
Foreign exchange loss/(gains) on cash and borrowings 22 (32) (264)
Investment income (3,984) (14,706) (33,001)
Decrease in operating debtors (10) (27) (4)
(Decrease)/increase in operating creditors (90) 5 82
Gains on financial instruments at fair value through profit or loss (14,187) (3,944) (5,721)
Net cash flows from operating activities (3,746) (3,411) (6,846)
19. 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.
20. 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 at fair value through profit or loss at 30 June 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 548,698 548,698
Derivatives - financial instruments - 6,294 - 6,294
- 6,294 548,698 554,992
Financial assets at fair value through profit or loss at 30 June 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 515,831 515,831
Derivatives - financial instruments - 7,831 - 7,831
- 7,831 515,831 523,662
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
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. Other significant unobservable inputs
include inflation and interest rate assumptions used to project future cash
flows and the forecast cash flows themselves.
The majority of assets held within Level 3 have revenues that are linked,
partially linked or in some way correlated, to inflation.
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.
The fair value of these investments and derivatives - financial instruments is
recorded in the balance sheet as at the period end.
There were no transfers between Level 1 and Level 2 during the period, nor
were there any transfers between Level 2 and Level 3 during the period.
The carrying amount of all assets and liabilities, detailed within the
condensed balance sheet, is considered to be the same as their fair value.
21. 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 for the six months to 30 June 2025 totalled £114,000 (six
months ended 30 June 2024: £95,000, year ended 31 December 2024: £189,000).
22. Commitments
At 30 June 2025, there were capital commitments outstanding of £10.4 million
in respect of investments in infrastructure assets (30 June 2024: £10.1
million; 31 December 2024: £9.9 million).
The Company expects 100% of the capital commitments outstanding to be called
within the next twelve months.
23. Subsequent events
After the period end, the Company announced a new investment of £30 million
in Intersect Power, a large‑scale renewable energy platform located in the
US.
ALTERNATIVE PERFORMANCE MEASURES (APMs)
PINT assesses its performance using a variety of measures that may not
specifically be defined under FRS 102 and are therefore termed APMs. The APMs
used may not be directly comparable with those used by other companies. These
APMs provide additional information as to how the Company has performed over
the period and allow the Board, management and stakeholders to compare its
performance.
APM DETAILS CALCULATION RECONCILIATION TO FRS 102 HOW HAS PINT PERFORMED?
NAV Total Return Total return comprises the investment return from the Portfolio and income It is calculated as the total return of £31.1 million (period to 30 June The calculation uses the total comprehensive income reported in the income Total return for the period to 30 June 2025 was 5.6% (period to 30 June 2024:
from any cash balances, net of management, operating and finance costs. It 2024: £42.7 million; year to 31 December 2024: £72.1 million), as shown statement and net assets reported in the balance sheet, both being FRS 102 8.5%; year to 31 December 2024: 14.3%).
also includes foreign exchange movement and movement in the fair value of in the income statement, as a percentage of the opening NAV of measures.
derivatives and taxes. £553.5 million (31 December 2024: £504.0 million).
Net asset value per share A measure of the NAV per share in the Company. It is calculated as the NAV divided by the total number of shares in issue at The calculation uses FRS 102 measures and is set out in Note 17 to the NAV per share at 30 June 2025 was 122.7p per share (30 June 2024: 113.9p per
the balance sheet date. accounts. share; 31 December 2024: 118.1p per share).
Annual dividends This measure reflects the dividends distributed to shareholders in respect of The dividend is measured on a pence per share basis. The calculation uses FRS 102 measures, set out in Note 9 to the accounts. First interim dividend of 2.173p per share declared, to be paid on 24 October
each year. 2025. The Company intends to continue paying dividends on a semi-annual basis
in line with its progressive dividend policy.
Investment value and outstanding commitments A measure of the size of the investment portfolio including the value of It is calculated as the Portfolio asset value plus the amount of contracted The Portfolio asset value uses the FRS 102 measure investments at fair value, The Portfolio asset value at 30 June 2025 was £548.5 million (30 June 2024:
further contracted future investments committed by the Company. commitments. set out in Note 10, 30 June 2025 was £548.7 million (30 June 2024: £515.8 million; 31 December 2024: £531.7 million).
£515.8 million, 31 December 2024: £531.7 million). adjusted for any cash
and working capital consolidated in PIH LP, which was £0.2 million at 30 June
2025 (30 June 2024: £nil; 31 December 2024: £nil).
Outstanding commitments at 30 June 2025 were £10.4 million (30 June 2024:
£10.1 million; 31 December 2024: £9.9 million).
The value of outstanding commitments is set out in Note 22 to the accounts.
Portfolio Investment Return Portfolio Investment Return comprises the underlying portfolio movement, net The Portfolio Investment Return is calculated as the movement on investments 30 June 2025 £m 30 June 2024 £m 31 December 2024 Page (of the full Interim Report or above) The Portfolio Investment Return
of foreign exchange movements and hedging. at fair value, including foreign exchange movements, the movement in the fair
value of derivatives and taxes as shown in the income statement, adjusted for for the period to 30 June 2025 was £35.8 million (period to 30 June 2024
expenses charged in PIH LP, included within the investments at fair £m £46.7 million; year to 31 December 2024 was £80.4 million).
value movement. Profit for the period/year 31.1 42.7 72.1 25
(per income statement)
Adjusted for: 1.1 1.0 2.0 25
Interest payable and similar expenses
Finance income (0.3) (0.4) (0.5) 25
Other expenses 0.9 0.8 1.5 25
Investment management fees 2.8 2.6 5.4 25
Expenses and foreign exchange in PIH LP, included within investments at fair 0.2 - (0.1) 25
value
Portfolio Investment Return 35.8 46.7 80.4 13
The Portfolio Investment Return
for the period to 30 June 2025 was £35.8 million (period to 30 June 2024
£46.7 million; year to 31 December 2024 was £80.4 million).
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.
LTM
Last twelve months.
Multiple on 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
Patrick O'Donnell Bourke (Chair)
Anne Baldock
Anthony Bickerstaff
Andrea Finegan
Sapna Shah
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
19th Floor
Lime Street
London
EC3M 7DQ
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
MUFG Corporate Markets
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
This interim 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.
Contact Information:
Pantheon Infrastructure Plc
Telephone
+44 (0)20 3356 1800
Email
pint@pantheon.com
Website
www.pantheoninfrastructure.com
NATIONAL STORAGE MECHANISM
A copy of the Half-Yearly Financial Report will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
ENDS
LEI: 213800CKJXQX64XMRK69
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