REG - Pantheon Infrastrct. - Interim Report
26/09/2024 07:00
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RNS Number : 7016F Pantheon Infrastructure PLC 26 September 2024
26 September 2024
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PANTHEON INFRASTRUCTURE PLC
Results for the period ended 30 June 2024
The Directors of the Company are pleased to announce the Company's half year
results for the period ended 30 June 2024. The full unaudited interim report
and unaudited condensed financial statements can be accessed via the Company's
website at www.pantheoninfrastructure.com
(https://urldefense.proofpoint.com/v2/url?u=http-3A__www.pantheoninfrastructure.com_&d=DwMFAw&c=bZnDpUh0cTwskH9nIvyseq2tJ5dkOfcF56epRyP8Xxo&r=_Ki-J3jsLFy6QH6onnsgznrmmkl_UIri7lN3Dj4F1lw&m=4XPKZbVnEEVu-cPhgKXGhYDUxKMigThg0hltgSljUEiugxLN060YTpoluKMDOdT-&s=QbiJQrvN6jhkvBUCDCThS7mVXYAA64bPdIL20rpO9C4&e=)
or by contacting the Company Secretary by telephone on +44 (0) 333 300 1950.
Highlights:
· As at 30 June 2024, the Company had invested in or committed
£526m to thirteen assets.
· Net asset value (NAV) of £535m; 113.9 pence per share as at 30
June 2024.
· NAV growth of 6.5% during the period, and NAV Total Return of
8.5%.
· Increased dividend target by 5% to 4.2p per share, with the first
interim dividend payment of 2.1p per share for the year ending 31 December
2024, payable on 25 October 2024
· £2.75m of share buybacks during the period, increasing NAV by
0.2p per share.
The portfolio comprises 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,
wind, solar, and sustainable waste; and Transport & Logistics, including
ports, rail, roads, airports and logistics assets.
Vagn Sørensen, Chair, Pantheon Infrastructure Plc, said: "I am pleased to
present our interim report. PINT has once again demonstrated strong
performance over the last six months with an 8.5% NAV total return as at the
end of the first half of 2024. In light of this, we have made the decision to
increase the dividend by 5% to 4.2p per share which demonstrates our
confidence in, and commitment to, the portfolio strategy. Infrastructure
remains a key driver of economic growth, and the need for investment into new
infrastructure is arguably stronger than ever. Looking forward, we are well
placed to capitalise on this, and remain focused on maintaining the
performance of the Company, with a strategy which seeks to generate attractive
risk-adjusted returns by constructing a diversified portfolio of high-quality
assets across the global infrastructure investment universe."
Richard Sem, Partner at Pantheon, PINT's investment manager, said: "I am
delighted with PINT's half-year portfolio performance, backed by a strong
underlying year on year EBITDA growth of 33%. The Company's portfolio is
diversified and prudently funded across 13 assets which are performing well
amidst wider geopolitical and macro uncertainty. We take a thematic approach
to investing, with exposure to long term secular trends benefitting from
organic and inorganic growth opportunities, underpinned by Pantheon's robust
processes, risk management, patience and price discipline. We look forward to
continuing to build value for our investors over the long term by providing
access to a diversified portfolio of high-quality, global infrastructure
assets."
Ends
For further information, contact:
Pantheon Ventures (UK) LLP +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com (mailto: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
Public relations advisor pint@lansons.com (mailto:pint@lansons.com)
Lucy Horne +44 (0) 79 2146 8515
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 Premium Segment of the London
Stock Exchange's Main Market. Its Ordinary Shares trade under the ticker
'PINT'. The independent Board of Directors of PINT have appointed Pantheon,
one of the leading private markets investment managers globally, as investment
manager. PINT aims to provide exposure to a global, diversified portfolio of
high-quality infrastructure assets through building a portfolio of direct
co-investments in infrastructure assets with strong defensive characteristics,
typically benefitting from contracted cash flows, inflation protection and
conservative leverage profiles.
Further details can be found at www.pantheoninfrastructure.com
(http://www.pantheoninfrastructure.com/) .
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 $67bn in discretionary assets under
management (as of 31 March 2024).
Leveraging its specialized experience and global team of professionals across
Europe, the Americas and Asia, Pantheon invests with purpose and leads with
expertise to build secure financial futures.
Pantheon was one of the first private equity investors to sign up to the
Principles for Responsible Investments ("PRI") in 2007 and has used these
principles as a framework to develop its sustainability policy across all its
investment activities. Since becoming a signatory, Pantheon has remained
highly engaged with the PRI and has been heavily focused on sustainability
integration, both through its involvement with associates and industry bodies,
and through its integration of ESG analysis into its investment process.
Further details can be found at www.pantheon.com (http://www.pantheon.com/)
PANTHEON INFRASTRUCTURE PLC
Access to high-quality global infrastructure assets
Interim report
30 June 2024
PURPOSE
Our purpose is to provide investors of all types with easy and immediate
access to a diversified portfolio of investments in high-quality global
infrastructure assets via a single vehicle, offering both a regular dividend
payment and targeting capital growth.
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 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-end
investment company and an approved UK investment trust, listed on the London
Stock Exchange's Main Market.
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. The Portfolio
focuses on assets benefiting from long‑term secular tailwinds. The Company
is overseen by a Board of independent non‑executive Directors and 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 2024
£526m(1)
Capital committed
Dec 2023: £487m
£535m
Net asset value (NAV)
Dec 2023: £504m
2.1p
Dividends per share(2)
HY23: 2.0p
£375m
Market cap
Dec 2023: £397m
113.9p
NAV per share
Dec 2023: 106.6p
8.5%
NAV Total Return(3)
HY23: 3.1%
1.This refers to the investment fair values or amounts committed as at 30 June
2024. 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 2024, £515.8 million was invested and £10.1 million was committed but
not yet invested across 13 assets.
2. First interim dividend of 2.1p per share declared in relation to the year
ending 31 December 2024.
3. NAV Total Return for the period to 30 June 2024 of 8.5% as set out below
WHY INVEST IN PINT
The Company has built a global portfolio of investments with blended
risk/return profiles, in line with targets across deal types, sectors and
geographies for diversification.
1. UNIQUE ACCESS TO PRIVATE INFRASTRUCTURE CO‑INVESTMENT ASSETS
Pantheon, PINT's Investment Manager, has a large and global infrastructure
network
Co-investments
Co-investments afford the opportunity for investors to invest alongside
Sponsors in specific Portfolio Companies, typically on a fee and carried
interest-free basis. Investments are typically in the form of a portion of the
common equity in the Portfolio Company as a minority shareholder, with
'drag-and-tag' rights to ensure economic alignment with Sponsors. PINT's focus
is on gaining exposure to infrastructure assets via co‑investments.
Advantages of investing in infrastructure via co-investments
Investing in co-investments can be an attractive way to gain access to private
infrastructure for several reasons, including:
Access
There are fewer public market opportunities to access infrastructure assets,
as infrastructure companies tend to remain private for longer periods of time.
Therefore, investing through co-investments provides access to assets not
normally accessible by public market investors.
Enhanced economics
The use of co-investments can reduce the overall expense ratio and
gross-to‑net performance spread of a portfolio, as most deals are offered
with no ongoing management fee or carried interest charged by the Sponsor.
Alignment
Co-investments provide significant alignment through the incentivisation of
both Sponsors, who typically provide the majority of capital through their
primary fund vehicles, and Portfolio Company management, who are typically
tied in under long-term incentive programmes.
Portfolio construction
Pantheon is able to utilise co‑investments to select individual assets to
gain exposure to, and tilt the Portfolio towards, sectors based on the
Investment Manager's view on relative value.
Diversification
Co-investments enable a portfolio to be constructed that is diversified across
infrastructure sectors, geographies, stages and Sponsor.
Exposure to nascent sectors
Co-investments can provide access to nascent and emerging sectors that may
otherwise be underweight or not be available within primary or secondary
investment opportunities.
Sponsor specialisation
Co-investors have the ability to choose deals alongside a Sponsor with a
distinct edge who may be best placed to create value.
Sustainability
Through the Investment Manager, PINT looks to partner with Sponsors that
demonstrate strong capabilities in managing sustainability risks and will
actively engage with the Investment Manager where it identifies areas of
concern. Pantheon has developed a bespoke ESG due diligence process, which
utilises an in-house tool (an ESG scorecard) in addition to consultation with
an external specialist, which utilises a range of different data sources.
2. FAVOURABLE DEFENSIVE LONG‑TERM CHARACTERISTICS
Infrastructure assets can offer reliable income streams with inflation
protection
Infrastructure assets combine a range of attractive characteristics for
long‑term investors. Distinctively, infrastructure may mitigate the adverse
effects of rising inflation and may provide an income‑generating investment
outside of traditional fixed income.
Infrastructure assets may provide embedded value and downside protection
across market cycles given the regulated and contracted
nature of many of the underlying cash flows.
Infrastructure assets may provide a range of attractive investment attributes,
including the following:
Stable cash flow profile
Infrastructure may provide a compelling, stable distribution profile similar
to traditional fixed income, but backed by tangible assets. Infrastructure
assets often offer reliable income streams governed by regulation, hedges or
long‑term contracts with reputable counterparties.
Inflation hedge
Infrastructure investments can provide a natural hedge to rising inflation, as
many sub‑sectors have contracts with explicit inflation linkage or implicit
protection through regulation or market position. The majority of PINT's
assets benefit from such protection.
Embedded downside protection
The vital role that many infrastructure sub‑sectors 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.
Diversification
Infrastructure can be a valuable portfolio diversifier alongside traditional
and alternative investments. Historically, listed infrastructure returns have
been only moderately correlated with traditional asset classes. The
sub‑sectors within the infrastructure universe and the drivers of such
sub‑sector returns tend not to be correlated with one another.
3. ACCESS TO SECULAR TRENDS
PINT's portfolio is diversified 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 opportunities in the Transport &
Logistics sector, as supply chains follow 're-shoring' or 'friend-shoring'
trends.
· Digital Infrastructure | 45%
· Power & Utilities | 28%
· Renewables & Energy Efficiency | 16%
· Transport & Logistics | 9%
· Net working capital | 2%
DIGITAL INFRASTRUCTURE
45%(1)
Data centres, fibre networks and towers
POWER & UTILITIES
28%(1)
Energy utilities, water and conventional power
RENEWABLES & ENERGY EFFICIENCY
16%(1)
Wind, solar, sustainable waste and smart infrastructure
TRANSPORT & LOGISTICS
9%(1)
Ports, rail and road, airports and e-mobility
1. Proportion of NAV of £534.6 million at 30 June 2024. Includes assets
which, at 30 June 2024, were invested or committed.
4. PINT SEEKS TO GENERATE ATTRACTIVE RISK‑ADJUSTED RETURNS
Targeting capital and dividend growth.
The Company seeks to generate attractive risk‑adjusted total returns for
shareholders over the longer term. These comprise 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.
£526m
Capital committed
£535m
Net asset value (NAV)
2.1p
Dividends per share(1)
8.5%
NAV Total Return
1. First interim dividend of 2.1p per share declared in relation to the year
ending 31 December 2024.
PINT AT A GLANCE(1)
13 infrastructure co‑investment assets(1)
Geographic diversification(2)
· Europe 45%
· North America 37%
· UK 16%
· Net working capital 2%
Sector diversification(2)
· Digital Infrastructure 45%
· Power & Utilities 28%
· Renewables & Energy Efficiency 16%
· Transport & Logistics 9%
· Net working capital 2%
1.Based on assets invested and committed at 30 June 2024.
2. Based on NAV of £535 million at 30 June 2024.
CHAIR'S STATEMENT
Investing in infrastructure with strong growth potential.
"We are delighted with the continued positive portfolio performance, despite
the challenging market conditions."
Vagn Sørensen
Chair, Pantheon Infrastructure Plc
Introduction
I am pleased to present the interim report for Pantheon Infrastructure Plc for
the six-month period to 30 June 2024. This is the Company's third interim
statement since launch, and I am delighted to report on the continued strong
NAV performance since IPO.
Since successfully deploying its initial launch proceeds into a diversified
portfolio of high-quality infrastructure assets, the Company has generated
dividends in line with its pre-IPO target and delivered positive NAV total
returns. During the first half of the year, the Company's NAV per share grew
7.3p to 113.9p. On an income statement basis, this represents a NAV Total
Return of 8.5% for the period since 31 December 2023. Including the accretive
benefit of share repurchases during the period, this increases to 8.7%.
In keeping with the Company's stated intention at IPO to offer shareholders a
progressive dividend policy, I am also pleased to report a dividend target for
the current financial year of 4.2p per share, an increase of 5% on the prior
financial year. In increasing the target dividend, the Board has considered
the Company's liquidity outlook and the strong performance of the Company's
investments. The first interim dividend of 2.1p, in respect of the twelve
months ending 31 December 2024, will be payable on 25 October 2024.
Strategy
The Company's differentiated approach seeks to generate attractive
risk-adjusted returns through its diversified portfolio of investments in
high-quality assets across the global infrastructure universe, focusing on
assets that offer downside and inflation protection. Leveraging Pantheon's
extensive 16-year experience in infrastructure investing and its c.$21 billion
infrastructure platform, PINT has targeted specific transactions that Pantheon
deems to be most attractive, notably opportunities in businesses with strong
operations and growth potential, in sub‑sectors benefiting from long-term
positive trends and managed by high-quality Sponsors.
Economic environment
The global economic environment continues to be an uncertain one. Whilst most
of the developed economies in which we invest have so far avoided recessions,
the outlook remains fragile, as evidenced most recently by the global market
corrections following the combined impact of monetary tightening in Japan,
employment data in the US and earnings performance of the big tech sector.
Whilst that sell-off was followed by a sharp rebound across global markets,
and the sentiment remains that recessions will be avoided, the market
volatility that followed these events was indicative of the uncertainty over
the economic outlook. Fortunately, the Company benefits from limited direct
linkage to economic output across its portfolio, highlighting the defensive
nature of infrastructure assets.
Additionally, inflation continues to prove stickier than many central banks
had anticipated. Despite the recent interest rate reductions in the UK, the US
and the Eurozone, policymakers continue to adopt a cautious approach to rate
cuts as they wrestle with sustained inflation. A slower tapering off of
interest rates has proven to be problematic for the investment trust sector in
particular, which continues to be defined by a high prevalence of share price
discounts to net asset values. However, there are signs that the interest rate
curve may be stabilising, with recent downward movements in short‑term gilt
yields potentially a signal of a shift in sentiment.
Amidst this backdrop of volatility in public markets, it has been encouraging
to see signs of recovery in private market fundraising in the infrastructure
sector. The availability of capital in this sector - both new capital and
existing dry powder - makes for a continued constructive valuation environment
for the Company.
£526 million
of assets invested or committed(1)
2.1p per share
dividend declared
1. Based on assets invested and committed at 30 June 2024.
Performance
As a Board we are delighted with the continued positive portfolio performance,
from both an operational and NAV perspective, despite the challenging market
conditions.
Valuation gains across the Portfolio represent the majority of the Company's
NAV performance since IPO, which continues to exceed the 8-10% annual NAV
Total Return guidance.
During the period, profit before tax amounted to £42.7 million or 9.1p per
share. This performance has been attributable to notable fair value gains on
investments including, but not limited to: Calpine, which has benefited from a
buoyant trading environment for energy companies and higher than anticipated
capture prices and capacity market pricing; CyrusOne, which is expected to
deliver earnings growth ahead of its original investment case due to increased
cloud and AI computing demands from hyperscale organisations; and National
Broadband Ireland, which continues to reduce the risks associated with its
business through its fibre rollout and addition of new customers ahead of the
original forecast adoption rate.
Capital allocation
Other than to fund capital calls on existing commitments, the Company has not
made any further investments since the announcement of its investment in
Zenobē last year. The Company continues to exercise discipline around new
investment given the limited availability of capital and the current share
price discount to NAV. All the same, we continue to have excellent visibility
on the Investment Manager's pipeline and have been encouraged by the range of
exciting opportunities that could be pursued, were no capital constraints to
exist. This leaves the Company well placed for when it is next in a position
to make new investments.
The Company's £115 million revolving credit facility remains undrawn and
available to cover risk buffers and undrawn commitments. Despite having
capacity to do so, the Company has maintained a disciplined approach by not
using the facility to fund new investment at a time where there has been
limited visibility of the means to repay it. We continue to monitor this
position with regard to any increased visibility on disposal timing, and
relative to the drawn cost of using the facility.
Discount control
Since October 2022, the Company's share price has traded at a discount to NAV.
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 factors continue to suppress demand for the
Company's shares, compounded by the relatively small size of the Company
compared to other infrastructure investment companies. However, these issues
are not unique to the Company - with few exceptions, the universe of
investment companies continues to be characterised by large discounts to NAV
arising from these same pressures.
The Board continues to believe that any discount is unwarranted given the
Company's excellent NAV performance, its differentiated investment policy and
the quality of the Portfolio and the Sponsors with whom we partner. However,
we recognise that share price returns have been a source of frustration for
investors. Accordingly, the Board continues to focus on capital allocation,
specifically the application of a buyback programme which was renewed in April
of this year, and in total has allocated c.£18 million to potential share
repurchases. During the period, the Company purchased a total of 3.3 million
Ordinary Shares at a total cost of £2.75 million.
Together with the anticipated change in the future interest rate environment
and continued efforts of the Investment Manager and Broker, we expect to see a
re-rating of the Company's shares in due course. We are further encouraged in
this regard by recent developments around the UK's regime for cost disclosures
of investment trusts. Specifically, the Board considers that the FCA's
statement on forbearance and the imminent replacement of existing legislation
has the potential to result in increased demand for the Company's shares over
time.
Governance and sustainability
The Board takes its responsibilities to shareholders, in accordance with good
governance standards, very seriously, and we continually strive to improve our
oversight of the Company and its transparency. During the period, we have had
a particular focus on ESG matters and sustainability through the
Sustainability Committee. Under the oversight of this committee, the Company
published its second sustainability report on 1 July 2024, providing (among
other things) further insight into the sustainability characteristics of
PINT's portfolio and relevant emissions data. The full report can be found on
the Company's website www.pantheoninfrastructure.com/sustainability
(http://www.pantheoninfrastructure.com/sustainability) .
From a succession planning perspective, I am delighted to confirm that, after
a formal process involving a search consultant, the Board will be recommending
the appointment of Patrick O'Donnell Bourke as my successor as Chair,
effective from the Company's annual general meeting in 2025. Patrick brings a
wealth of experience to the role and benefits from familiarity with the
Company through his tenure as chair of the Audit and Risk Committee since IPO.
Accordingly, the Company will now commence its search for Patrick's
replacement in this role, with an appointment expected early in the new year.
Outlook
The Board remains optimistic about the Company's future prospects. NAV
performance continues to exceed the Company's return targets, and increasing
visibility of cash flows supports the Board's decision to increase the
dividend.
We also continue to believe that infrastructure assets provide much-needed
resilience in an ever-changing world, creating an abundant pipeline which the
Investment Manager is expertly positioned to execute on. Along with favourable
legislative developments around cost disclosures, these factors make for a
compelling case for the Company's shares to trade at a premium once demand for
the investment trust sector is restored, enabling the Company to grow further
and continue to provide investors of all types access to a truly unique
investment opportunity.
Vagn Sørensen
Chair
25 September 2024
PINT INVESTMENTS
EXISTING PORTFOLIO
Primafrio
TRANSPORT & LOGISTICS
Specialised temperature‑controlled transportation and logistics company in
Europe primarily focused on the export of fresh fruit and vegetables from
Iberia to Northern Europe.
Sector: Transport & Logistics
Geography: Europe
Sponsor: Apollo
Website: www.primafrio.com
Date of commitment: 21.03.2022
PINT NAV 30 June 2024: £47m
Investment thesis and value creation strategy(1)
· Niche market leader providing an essential service to resilient
end markets. The company has demonstrated strong organic growth over a 15+
year operating history, including during major economic dislocations
(2008‑2009 global financial crisis and 2020‑2021 Covid-19). The essential
nature of Primafrio's market and its operations provide strong downside
protection.
· Value creation opportunities include inorganic growth, strategic
M&A, and continued investment in Primafrio's cold storage logistics
infrastructure footprint.
Performance update
Primafrio experienced a healthy recovery of volumes after a difficult trading
environment in 2023, which was impacted by the weak macroeconomic environment
in key European markets. The company has been developing new infrastructure,
including a new facility in Belfort, France, which is expected to open up
markets further afield. The company is also seeing growing business
domestically from non-temperature sensitive customers.
CyrusOne
DIGITAL INFRASTRUCTURE
Operates more than 50 high‑performance data centres representing more than
four million sq ft of capacity across North America and Europe.
Sector: Digital: Data Centre
Geography: North America
Sponsor: KKR
Website: www.cyrusone.com
Date of commitment: 28.03.2022
PINT NAV 30 June 2024: £36m
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 has increasing visibility of longer‑term outperformance relative to
the original investment case due to the strong trading environment for data
centres. Increasing demand is driven by hyperscalers need for extra AI and
cloud‑related capacity. Favourable pricing has also continued for contract
renewals as well as on new developments, and the company is actively pursuing
efforts to secure significant land access in key digital markets, as well as
exploring co-location with energy generation.
1.There is no guarantee that the investment thesis will be achieved. Pantheon
opinion. Past performance is not indicative of future results. Future results
are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
National Gas
POWER & UTILITIES
The owner and operator of the UK's sole gas transmission network, regulated by
Ofgem, and an independent, highly contracted metering business.
Sector: Power & Utilities: Gas Utility and Metering
Geography: UK
Sponsor: Macquarie
Website: www.nationalgas.com
Date of commitment: 28.03.2022
PINT NAV 30 June 2024: £45m
Investment thesis and value creation strategy(1)
· Stable inflation‑linked cash flows with returns positively
correlated to inflation, favourable during 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 will play
a leading role in any future transition from natural gas to hydrogen. It will
support the expansion of hydrogen's role in the energy mix while working
closely with the UK government and Ofgem to maintain security of supply.
Performance update
National Gas continues to perform well operationally. The gas transmission
network operates under a regulated asset base model and the company is working
with the regulator, Ofgem, around pricing controls for the period 2026-2031.
The company continues to develop its business plan with stakeholders ahead of
a final submission to Ofgem in December 2024. Further to the recent success of
Future Grid phase 1, this settlement is expected to be the first to include
cost allowances for hydrogen-related capital
expenditure.
Vertical Bridge
DIGITAL INFRASTRUCTURE
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.
Sector: Digital: Towers
Geography: North America
Sponsor: DigitalBridge
Website: www.verticalbridge.com
Date of commitment: 04.04.2022
PINT NAV 30 June 2024: £28m
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
After shifting priorities to its BTS business, the company has successfully
broadened its customer base through becoming a preferred supplier to another
large-scale mobile network operator (MNO). This further de-risks the company's
future pipeline, following the joint venture with Verizon for up to 3,000 BTS
developments, announced in 2023. The company still sees longer‑term rollout
of 5G coverage from MNOs as being highly favourable for earnings growth,
through both BTS business and the potential for 'leasing up' through the
addition of new co-location customers on existing
towers.
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.
Delta Fiber
DIGITAL INFRASTRUCTURE
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.
Sector: Digital: Fibre
Geography: Europe
Sponsor: Stonepeak
Website: www.deltafibernederland.nl
Date of commitment: 26.04.2022
PINT NAV 30 June 2024: £27m
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
The rollout is progressing on plan and the company still expects to have
completed activities by mid‑2025 on budget. The company is now seeing the
benefit of increased network densification through its wholesale network
sharing agreement with Odido (formerly T-Mobile Netherlands), and continues
to actively discuss similar initiatives with other key players in the
Netherlands market. The company also agreed a deal with one of its main
competitors, Glaspoort, subject to regulatory approvals, for the sale of
around 200,000 of its connections focused in urban locations, in keeping with
its approach to minimise or avoid overbuild risk whilst retaining access to
the infrastructure for its own retail product lines.
Cartier Energy
POWER & UTILITIES
Platform of eight district energy systems located across the Northeast,
Mid‑Atlantic and Midwest of the US.
Sector: Power & Utilities: District Heating
Geography: North America
Sponsor: Vauban
Website: Not available
Date of commitment: 23.05.2022
PINT NAV 30 June 2024: £31m
Investment thesis and value creation strategy(1)
· Gross margin structure underpinned by availability‑based fixed
capacity payments, consumption charges, and pass‑through pricing mechanism
limits commodity price exposure providing robust downside protection.
· 'Sticky' customer base with an average relationship tenure of
~15‑20 years and ~10‑12-year average remaining contractual life.
· Provides customers with a path to decarbonisation and increased
thermal efficiency.
Performance update
The company has started to recover from the challenging conditions it
encountered in 2023. As well as seeing stable hot water and steam volumes, the
company has been boosted by increased chilled water demand, and is expected to
benefit further from recent favourable capacity market auctions impacting one
of its key industrial facilities. Management's current focus is on optimising
its pricing structure during contract renewals and finalising the commercial
terms of a number of large profile expansion projects identified in the
original investment thesis.
1. There is no guarantee that the investment thesis will be achieved. Pantheon
opinion. Past performance is not indicative of future results. Future results
are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
Calpine
POWER & UTILITIES
Independent power producer with c.26GW of principally gas-fired generating
capacity, including c.770MW of operational renewables.
Sector: Power & Utilities: Electricity Generation
Geography: North America
Sponsor: ECP
Website: www.calpine.com
Date of commitment: 27.06.2022
PINT NAV 30 June 2024: £77m
Investment thesis and value creation strategy(1)
· Vital supplier to the US electricity grid, providing reliable
power generation capacity and playing an important role in the energy
transition as the US targets net zero carbon by 2050. Calpine benefits from
highly predictable diversified cash flows underpinned by contracts supported
by a robust hedging programme.
· Strong renewables development pipeline of solar and battery
storage projects, financed through 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 operate in a highly favourable environment for energy
producers. The company has significantly outperformed the original investment
case due to higher actual and forecast power prices, enhanced by an active
energy trading division, in addition to higher capacity market auction prices
and further upside from potential carbon capture and storage projects. Capex
deployment continues on its flagship Nova battery storage project, as well as
into both its existing and new renewables opportunities. In addition, the
company is exploring the potential for co-located data centres from hyperscale
operators.
Vantage Data Centers
DIGITAL INFRASTRUCTURE
Leading provider of wholesale data centre infrastructure to large enterprises
and hyperscale cloud providers.
Sector: Digital: Data Centre
Geography: North America
Sponsor: DigitalBridge
Website: www.vantage-dc.com
Date of commitment: 01.07.2022
PINT NAV 30 June 2024: £31m
Investment thesis and value creation strategy(1)
· Secular data usage growth through increasing cloud adoption and
increasing data‑heavy technologies continues to drive data centre demand.
· Strong growth pipeline from favourable existing relationships
with hyperscale customers.
· Downside protection from strong position in supply‑constrained
core geographies, long‑term contracts with investment‑grade
counterparties, and low customer churn due to high switching costs and
barriers to entry.
Performance update
There continues to be significantly increased opportunity relative to the
original investment case, due to increased cloud and AI computing demands. To
help deliver this growth, a significant additional primary equity commitment
from both Digital Bridge and technology‑focused private equity investor
Silver Lake, previously announced in Q4 2023, was completed in H1
2024.
1.There is no guarantee that the investment thesis will be achieved. Pantheon
opinion. Past performance is not indicative of future results. Future results
are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
Fudura
RENEWABLES & ENERGY EFFICIENCY
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.
Sector: Renewables & Energy Efficiency
Geography: Europe
Sponsor: DIF
Website: www.fudura.nl
Date of commitment: 25.07.2022
PINT NAV 30 June 2024: £48m
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
The company continues to outperform its original investment case on a
profitability basis, continuing to deliver higher margins on its core
business. Revenues from ancillary growth areas, including EV charging, solar
PV and batteries, are currently behind the original business plan, however
they are now ramping up and represent management's key area of focus.
National Broadband Ireland ('NBI')
DIGITAL INFRASTRUCTURE
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.
Sector: Digital: Fibre
Geography: Ireland
Sponsor: Asterion
Website: www.nbi.ie
Date of commitment: 09.11.2022
PINT NAV 30 June 2024: £51m
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
NBI remains on track with its rollout plan, hitting a key project milestone of
50% completion, and also continues to stay on budget. Final rollout is still
expected to be completed ahead of contractual targets that were revised due to
Covid-19. A large number of internet service providers are now signed up and
nationwide marketing efforts have begun, which together are supporting
adoption by end users greater than foreseen in the original investment case,
with the resulting revenues supporting the company's profitability and
liquidity during construction.
1.There is no guarantee that the investment thesis will be achieved. Pantheon
opinion. Past performance is not indicative of future results. Future results
are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
GD Towers
DIGITAL INFRASTRUCTURE
Largest tower operator and telecom infrastructure network in Western Europe
with c.40,000 tower sites across Germany and Austria.
Sector: Digital: Towers
Geography: Europe
Sponsor: DigitalBridge
Website: Not available
Date of commitment: 31.01.2023
PINT NAV 30 June 2024: £42m
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 other
market participants, and numerous consolidation opportunities in Europe.
Performance update
Both revenues and profitability continue to perform largely on track with the
original investment case. The business continues to prioritise improving the
delivery and efficiency of its BTS activities, and still sees significant
areas for process improvement, which are expected to be unlocked now all
senior level roles have been filled. In addition to its focus on BTS, the
company has also benefited from increased co-location revenues through
implementing a number of strategic relationships with key MNOs, and has
benefited from lower customer churn than initially forecast.
GlobalConnect
DIGITAL INFRASTRUCTURE
Leading pan-Nordic wholesale and retail telecoms business with extensive fibre
network and data centre portfolio.
Sector: Digital: Fibre
Geography: Europe
Sponsor: EQT
Website: www.globalconnectgroup.com
Date of commitment: 22.06.2023
PINT NAV 30 June 2024: £21m
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 regulatory-driven 5G coverage
requirements 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
markets it operates in, the company has shifted its strategy to scale down its
retail operations business in Germany in order to focus investments in the
German B2B and carrier segments and in the core FTTH market in the Nordics.
The company has also geared up for expanded investment in data centres through
a framework agreement with Coromatic, a large data centre focused contractor,
and has now finalised the construction of its 2,600km super fibre cable
stretching from northern Sweden to Germany, capable of transporting all data
in the Nordics, and including 700km of subsea Baltic cable.
1.There is no guarantee that the investment thesis will be achieved. Pantheon
opinion. Past performance is not indicative of future results. Future results
are not guaranteed, and loss of principal may occur. Please refer to
'Disclosure 1 - Investments' towards the back of this report.
Zenobē
RENEWABLES & ENERGY EFFICIENCY
Zenobē provides essential infrastructure that contributes to international
power and transport sector decarbonisation targets.
Sector: Renewables & Energy Efficiency
Geography: UK
Sponsor: Infracapital
Website: www.zenobe.com
Date of commitment: 07.09.2023
PINT NAV 30 June 2024: £35m
Investment thesis and value creation strategy(1)
· Substantial and growing market opportunity driven by significant
capex required to meet demand for EV charging and electricity grid stability.
· Market leader in core regions in a high-growth sector with
attractive expansion opportunities.
· Downside protection and inflation protection via long‑term
availability-style contracts with high‑quality counterparties.
Performance update
The company has enjoyed a steady flow of new UK business on the EV side, with
a significant pipeline of opportunities at attractive returns, including the
recently awarded phase 2 of the Scottish Zero Emission Bus Challenge Fund. On
the network infrastructure side, revenues have been lower than originally
forecast due to the wider challenges in the UK battery energy storage systems
sector, however the company expects in time to benefit from National Grid's
changes to the balancing mechanism and the battery portfolio focus on
proximity to large clusters of renewable generation. The appointment of the
company's North American leadership team was finalised during the period as it
looks to expand its footprint internationally in both fleet electrification
and network infrastructure.
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.
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 218 infrastructure investments across
primaries, secondaries and co‑investments alongside more than 50 Sponsors,
solidifying its position as one of the largest managers investing in
infrastructure. The global infrastructure investment team managed c.$21
billion in AUM as at 31 March 2024.
Pantheon platform
Investment professionals 126
Funds under management $67bn(1)
Institutional investors globally 666
Global offices 13
Pantheon private infrastructure
AUM $21bn(1)
Investments 221
Investment professionals 33
Average years' experience of Investment Committee 22 years
Pantheon private infrastructure co-investments
Total commitments $4bn
Total investments 54
Asset sourcing partners 58+
Notional net IRR(2) (as of 31 March 2024) 12.3%
1. As at 31 March 2024. This figure includes assets subject to
discretionary or non-discretionary management or advice. Infrastructure AUM
includes all infrastructure and real asset programmes which have an allocation
to natural resources.
2. Performance data as of 31 March 2024. Past performance is not
indicative of future results. Future performance is not guaranteed and a loss
of principal may occur. Performance data includes all infrastructure
co‑investments approved by Pantheon's Global Infrastructure and Real Assets
Committee (GIRAC) since 2015, when Pantheon established its infrastructure
co-investment strategy. Notional net performance is based on an average
forecast annualised fee of 1.5% of NAV.
PORTFOLIO
PINT has constructed a diversified global portfolio with a focus on developed
market OECD countries, with all investments currently in Western Europe and
North America. Over the medium term, the Investment Manager expects, in line
with the initial prospectus, the composition of the Portfolio to include
investments in the following sub‑sectors: Digital Infrastructure, Power
& Utilities, Transport & Logistics, Renewables & Energy Efficiency
and Social & Other Infrastructure.
As at 30 June 2024, the Company had a total of £526 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 45% of NAV(1),
across the data centre, towers and fibre sub‑sectors. Three investments,
representing 28%, 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
(45%), with the remaining exposure in North America (37%) and the UK (16%).
Net working capital comprised 2% of NAV at 30 June 2024.
Portfolio movement
During the period, the Portfolio generated underlying growth of
£45.5 million, reflecting a 9.5% movement on the opening capital invested,
adjusted for capital calls and investments totalling £5.6 million, but before
adjusting for distributions totalling £4.3 million.
Movements in foreign exchange values resulted in a foreign exchange loss of
£2.7 million (offset at a company level by a foreign exchange hedging gain
of £3.9 million), resulting in a closing value of £515.8 million
at 30 June 2024.
The Portfolio had a weighted average discount rate (WADR) of 13.6%(2) at the
period end (31 December 2023: 13.6%).
1.Based on NAV of £535 million at 30 June 2024.
2. Weighted average discount rate of 13.6% is based on the discount rate or
implied discount rate of each Portfolio Company investment at 30 June 2024,
weighted on an investment fair value basis (excluding undrawn commitments),
across all 13 investments.
Weighted average discount rate of 13.6% is based on the discount rate or
implied discount rate of each Portfolio Company investment at 30 June 2024,
weighted on an investment fair value basis (excluding undrawn commitments),
across all 13 investments.
Portfolio movement
Opening portfolio value - £471.7m
Capital calls and investments - £5.6m
Distributions - £(4.3)m
Asset valuation movement - £45.5m
Foreign exchange movement £(2.7)m
Closing portfolio value £515.8m
WEIGHTED AVERAGE DISCOUNT RATE 13.6% Weighted average discount rate of 13.6% is based on the discount rate or
implied discount rate of each Portfolio Company investment at 30 June 2024,
Dec 2023: 13.6% weighted on an investment fair value basis (excluding undrawn commitments),
across all 13 investments.
WEIGHTED AVERAGE GEARING 36% Weighted average gearing is calculated by reference to the ratio of net debt
to enterprise value of each Portfolio Company, weighted across all
13 investments.
Dec 2023: 36%
WEIGHTED AVERAGE HEDGED DEBT 78% Weighted average hedged debt calculated by reference to ratio of hedged debt
relative to net debt of each Portfolio Company.
Dec 2023: 77%
WEIGHTED AVERAGE EBITDA £68m Weighted average EBITDA is based on the last twelve months EBITDA of each
Portfolio Company to 30 June 2024, weighted by PINT's ownership of underlying
Portfolio Companies and converted to GBP as necessary.
Dec 2023: £60m
Portfolio: movements in the period
Allocation
Portfolio Portfolio Undrawn of foreign Total
value 31 Asset Foreign value 30 commitments exchange return for
December valuation exchange June 30 June hedge the
2023 Drawn Distributions movement movement 2024 2024 movements period
Asset Region Sponsor (£m) (£m) (£m) (£m) (£m) (£m) £m £m £m
Primafrio Europe Apollo 47.0 - - 0.5 (1.0) 46.5 0.4 1.5 1.0
CyrusOne North America KKR 26.6 3.8 - 5.0 0.2 35.6 - (0.3) 4.9
National Gas UK Macquarie 47.4 - (4.1) 1.4 - 44.7 - - 1.4
Vertical Bridge North America Digital Bridge 27.3 - - 0.1 0.2 27.6 - (0.3) -
Delta Fiber Europe Stonepeak 24.8 1.5 - 0.9 0.2 27.4 0.1 - 1.1
Cartier Energy North America Vauban 31.3 - - (0.7) 0.3 30.9 - (0.3) (0.7)
Calpine North America ECP 55.9 - - 20.3 0.5 76.7 - (0.6) 20.2
Vantage Data Centers North America Digital Bridge 26.3 0.1 - 4.2 0.2 30.8 - (0.3) 4.1
Fudura Europe DIF 46.2 0.2 - 2.4 (1.0) 47.8 1.3 1.5 2.9
National Broadband Ireland Europe Asterion 47.4 - - 4.2 (1.0) 50.6 2.9 1.5 4.7
GD Towers Europe Digital Bridge 38.0 - (0.2) 4.6 (0.9) 41.5 2.5 1.2 4.9
GlobalConnect Europe EQT 20.3 - - 0.6 (0.4) 20.5 - - 0.2
Zenobē UK Infracapital 33.2 - - 2.0 - 35.2 2.9 - 2.0
Grand total 471.7 5.6 (4.3) 45.5 (2.7) 515.8 10.1 3.9 46.7
Portfolio: inception to date
A B C D
Allocation
of foreign
exchange
Valuation hedge
Drawn Distributions 30 June 2024 movements
Asset Region Sponsor (£m) (£m) (£m) (£m) MOIC(1)
Primafrio Europe Apollo 39.2 - 46.5 1.5 1.2x
CyrusOne North America KKR 24.6 - 35.6 (1.3) 1.4x
National Gas UK Macquarie 40.8 4.1 44.7 - 1.2x
Vertical Bridge North America Digital Bridge 23.8 1.2 27.6 (1.0) 1.2x
Delta Fiber Europe Stonepeak 22.8 - 27.4 - 1.2x
Cartier Energy North America Vauban 33.2 - 30.9 (0.7) 0.9x
Calpine North America ECP 45.7 11.7 76.7 1.4 1.9x
Vantage Data Centers North America Digital Bridge 29.0 - 30.8 2.4 1.1x
Fudura Europe DIF 38.4 - 47.8 1.5 1.2x
National Broadband Ireland Europe Asterion 43.5 - 50.6 2.0 1.2x
GD Towers Europe Digital Bridge 39.3 1.1 41.5 1.7 1.1x
GlobalConnect Europe EQT 19.0 - 20.5 - 1.1x
Zenobē UK Infracapital 32.1 - 35.2 - 1.1x
Grand total 431.4 18.1 515.8 7.5 1.2x
Multiple on Invested Capital. MOIC is calculated as the sum of columns B, C,
and D, divided by column A.
PERFORMANCE
NAV pence per share movement (period to 30 June 2024)
NAV increased over the period by 7.3p per share (six months to 30 June 2023:
2.1p per share), after adjusting for the dividends paid of 2.0p per share over
the period (six months to 30 June 2023: 1.0p per share). The movement in the
period was principally driven by fair value gains of 9.7p per share (six
months to 30 June 2023: 4.7p per share), partially offset by foreign exchange
movements of (0.5)p per share (six months to 30 June 2023: (3.1)p per share),
attributable principally to the weakening of EUR during the period, which was
offset by a 0.8p per share movement from the foreign exchange hedging
programme (six months to 30 June 2023: 2.0p per share).
Share buybacks contributed 0.2p per share (six months to 30 June 2023: 0.04p
per share), with a reduction of (0.9)p per share (six months to 30 June
2023: (0.9)p per share) related to fund operating and financing expenses,
resulting in a closing NAV of 113.9p per share. This excludes the impact of
the first interim dividend of 2.1p per share for the year ending 31 December
2024, which is to be paid on 25 October 2024.
Income Statement
The total profit before taxation for the period was £42.7 million, (six
months to 30 June 2023: £14.9 million), resulting in a 9.1p per share (six
months to 30 June 2023: 3.1p per share) contribution to the NAV movement.
In the Company's Income Statement this is shown as a profit on investment of
£22.8 million (six months to 30 June 2023: £7.2 million) which includes
portfolio FX movements of £(2.7) million or (0.5)p per share (six months to
30 June 2023: £(15.3)million or (3.1)p per share), and investment income of
£19.9 million (six months to 30 June 2023: £nil). Adjusting for the
portfolio FX movement disclosed separately in the portfolio and NAV bridge
charts, the fair value gains were £45.5 million (six months to 30 June 2023:
£22.4 million). The FX loss was offset by the foreign exchange hedging
movements of £3.9 million or 0.8p per share (six months to 30 June 2023:
£9.7 million or 2.0p per share). Total expenses, including management fees
and interest payable, were £(4.4 million) or 0.9p per share (six months to
30 June 2023: £3.9 million or 0.9p per share). The investment income of
£19.9 million comprises of £4.3 million of income in the current period and
£15.6 million of historic investment income as detailed in Note 2 of the
accounts.
Ongoing charges
The Company's ongoing charges figure is calculated in accordance with the
Association of Investment Companies (AIC) recommended methodology and was
1.30% (annualised) for the period to 30 June 2024 (year to 31 December
2023:1.35%).
NAV pence per share movement
As at 31 December 2023 - 106.6p
Fair value gains - 9.7p
Foreign exchange movement - (0.5)p
Foreign exchange hedge - 0.8p
Expenses(1) - (0.9)p
Share buybacks - 0.2p
Dividends paid - (2.0)p
As at 30 June 2024 - 113.9p
1. Expenses include operating and capital expenses.
INVESTMENT POLICY
As stated in its 2021 prospectus, the Company invests in a diversified
portfolio of high-quality operational infrastructure assets which provide
essential physical structures, systems and/or services to allow economies and
communities to function effectively. The Company invests in both yielding and
growth infrastructure assets which the Manager believes offer strong downside
protection and typically offer strong inflation protection.
The Company invests globally, with a primary focus on developed OECD markets,
with the majority of its investments in Europe and North America. The
Company's portfolio is diversified across infrastructure sectors.
In each case, the Manager invests where it believes it can generate the most
attractive risk‑adjusted returns.
The Company focuses on gaining exposure to infrastructure assets via
co-investments alongside leading third-party private direct infrastructure
asset investment managers who are acting as general partner or manager of a
fund in which Pantheon, or any investment scheme, pooled investment vehicle or
portfolio fund managed by Pantheon, has invested or may invest ('Sponsors').
In doing so, the Company may invest on its own or alongside other
institutional clients of the Manager.
The Company may also invest in other direct or single asset investment
opportunities originated by the Manager or by other third-party asset sourcing
partners. The Company does not invest in private funds targeting a diversified
portfolio of infrastructure investments.
Investment restrictions
The Company invests and manages its assets with the objective of spreading
risk and, in doing so, is subject to the following investment restrictions,
which are measured at the time of investment:
· no single portfolio investment will represent more than 15% of
Gross Asset Value;
· no more than 20% of Gross Asset Value will be invested in
investments where the underlying infrastructure asset is located in a non-OECD
country; and
· no more than 30% of Gross Asset Value will be invested alongside
funds or accounts of any single Sponsor
(other than Pantheon).
In addition, the Company does not invest in infrastructure assets whose
principal operations are in any of the following sectors (each a 'Restricted
Sector'):
· coal (including coal-fired generation, transportation and mining);
· oil (including upstream, midstream and storage);
· upstream gas;
· nuclear energy; and
· mining.
The Company may invest in infrastructure assets whose principal operations are
not in a Restricted Sector, but that nonetheless have some exposure to a
Restricted Sector (for example, a diversified freight rail transportation
asset that has some exposure to the coal sector), provided that: (i) no more
than 15% of any such infrastructure asset's total revenues are derived from
Restricted Sectors; and (ii) no more than 5% of total revenues across the
Portfolio (measured on a look-through basis) will be so derived.
Digital Transport & Renewables & Power & Social & Other
Infrastructure Logistics Energy Efficiency Utilities Infrastructure
(including wireless towers, data centres and fibre-optic networks) (including ports, rail, roads, airports and logistics assets) (including transmission and distribution networks, regulated utility companies (including smart infrastructure, wind, solar and sustainable waste) (including education, healthcare, government and community buildings)
and efficient conventional power assets)
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 2023 and continue to be as set
out in that report on pages 69 to 71. Risks faced by the Company include, but
are not limited to, market conditions, political and regulatory changes,
operational performance, returns target, investor sentiment, lack of suitable
investment opportunities, liquidity management including level and cost of
debt, portfolio concentration risk, over-reliance on the Investment Manager,
tax status and legislation, third‑party providers, cyber security, and
climate change risks.
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 2024 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 2024 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 25 September 2024
and was signed on its behalf by:
Vagn Sørensen
Chair
25 September 2024
INDEPENDENT REVIEW REPORT
TO PANETHEON 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 2024 which comprises the Income
statement, Statement of changes in equity, Balance sheet, Cash flow
statement, and Notes 1 to 22. 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 2024 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 (ISRE) (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" 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 in
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
25 September 2024
CONDENSED INCOME STATEMENT (UNAUDITED)
FOR THE SIX MONTHS TO 30 JUNE 2024
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gain on investments at fair value through profit or loss(1) 10 - 22,837 22,837 - 7,193 7,193 - 44,298 44,298
Gains on financial instruments at fair value through profit or loss 13 - 3,944 3,944 - 9,724 9,724 - 12,081 12,081
Foreign exchange gains on cash and non‑portfolio assets - 32 32 - 116 116 - 77 77
Investment income 2 14,706 5,204 19,910 - - - - - -
Investment management fees 3 (2,608) - (2,608) (2,386) - (2,386) (4,939) - (4,939)
Other expenses 4 (781) - (781) (942) (9) (951) (1,702) (157) (1,859)
Profit/(loss) before financing and taxation 11,317 32,017 43,334 (3,328) 17,024 13,696 (6,641) 56,299 49,658
Finance income 5 366 - 366 1,762 - 1,762 3,109 - 3,109
Interest payable and similar charges 6 (970) - (970) (560) - (560) (1,484) - (1,484)
Profit/(loss) before taxation 10,713 32,017 42,730 (2,126) 17,024 14,898 (5,016) 56,299 51,283
Taxation paid 7 - - - - - - (1,697) - (1,697)
Profit/(loss) for the period, being total comprehensive income for the period 10,713 32,017 42,730 (2,126) 17,024 14,898 (6,713) 56,299 49,586
Earnings per share - basic and diluted 8 2.28p 6.81p 9.09p (0.44)p 3.55p 3.11p (1.40)p 11.79p 10.39p
1. Includes foreign exchange movements on investments.
The Company does not have any income or expense that is not included in the
return for the period, therefore the return for the period is also the total
comprehensive income for the period. The supplementary revenue and capital
columns are prepared under guidance published in the Statement of Recommended
Practice ("SORP") issued by the Association of Investment Companies ("AIC").
The total column of the statement represents the Company's statement of total
comprehensive income prepared in accordance with FRS 104.
All revenue and capital items in the above statement relate to continuing
operations.
The Notes below form part of the financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS TO 30 JUNE 2024
Capital
Share Share redemption Capital Revenue
capital premium reserve(1) reserve(1) reserve(1) Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Movement for the six months ended 30 June 2024
Opening equity shareholders' funds 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
Movement for the six months ended 30 June 2023
Balance at 1 January 2023 4,800 79,449 382,484 10,522 (2,494) 474,761
Share issue costs - (187) - - - (187)
Ordinary Shares bought back and held in treasury - - (979) - - (979)
Dividends paid 9 - - (4,800) - - (4,800)
Profit/(loss) for the period - - - 17,024 (2,126) 14,898
Closing equity shareholders' funds 4,800 79,262 376,705 27,546 (4,620) 483,693
Movement for the year ended 31 December 2023
Balance at 1 January 2023 4,800 79,449 382,484 10,522 (2,494) 474,761
Share issue costs - (187) - - - (187)
Ordinary Shares bought back and held in treasury - - (5,789) - - (5,789)
Share buyback costs - - (35) - - (35)
Dividends paid 9 - - (14,303) - - (14,303)
Profit/(loss) for the period - - - 56,299 (6,713) 49,586
Closing equity shareholders' funds 4,800 79,262 362,357 66,821 (9,207) 504,033
1.The capital redemption reserve, capital reserve and revenue reserve are all
the Company's distributable reserves. The capital redemption reserve arose
from the cancellation of the Company's share premium account in 2022 and is a
distributable reserve. The Company is also able to distribute realised gains
from the capital reserve. As at 30 June 2024, there were £4,166,000 reserves
available for distribution from this reserve.
The Notes below form part of the financial statements.
CONDENSED BALANCE SHEET (UNAUDITED)
AS AT 30 JUNE 2024
Note 30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Non-current assets
Investments at fair value 10 515,831 391,616 471,668
Debtors 11 740 815 609
Current assets
Derivative financial instruments 13 8,577 2,048 4,447
Debtors 11 974 1,182 817
Cash and cash equivalents 12 11,049 90,816 29,361
20,600 94,046 34,625
Creditors: Amounts falling due within one year
Other creditors 14 (1,824) (1,940) (2,309)
(1,824) (1,940) (2,309)
Net current assets 18,776 92,106 32,316
Total assets less current liabilities 535,347 484,537 504,593
Creditors: Amounts falling due after one year
Derivative financial instruments 13 (746) (844) (560)
Net assets 534,601 483,693 504,033
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 350,195 376,705 362,357
Capital reserve 98,838 27,546 66,821
Revenue reserve 1,506 (4,620) (9,207)
Total equity shareholders' funds 534,601 483,693 504,033
NAV per Ordinary Share 17 113.9p 101.0p 106.6p
The financial statements were approved by the Board of Pantheon Infrastructure
Plc on 25 September 2024 and were authorised for issue by:
Vagn Sørensen
Chair
Company Number: 13611678.
The Notes below form part of the financial statements.
CONDENSED CASH FLOW STATEMENT (UNAUDITED)
FOR THE SIX MONTHS TO 30 JUNE 2024
Six months Six months
30 June ended
2024 30 June Year ended
ended 2023 31 December
£'000 £'000 2023
Cash flow from operating activities £'000
Investment management fees paid (2,552) (2,368) (4,810)
Operating fees paid (775) (748) (1,403)
Other cash payments (84) (101) (259)
Net cash outflow from operating activities (3,411) (3,217) (6,472)
Cash flow from investing activities
Purchase of investments(1) (1,417) (83,041) (127,683)
Derivative financial instruments loss on settlements - - (326)
Net cash outflow from investing activities (1,417) (83,041) (128,011)
Cash flow from financing activities
Share issue costs - - (187)
Share buyback costs (2,975) (976) (5,619)
Dividends paid (9,391) (4,800) (14,303)
Loan arrangement facility fee paid (698) (1,816) (1,889)
Loan facility commitment fee (863) - (620)
Finance costs (1) (290) (2)
Finance income 412 1,903 3,450
Net cash outflow from financing activities (13,516) (5,979) (19,170)
Decrease in cash and cash equivalents in the period (18,344) (92,237) (153,653)
Cash and cash equivalents at the beginning of the period 29,361 182,937 182,937
Foreign exchange gains 32 116 77
Cash and cash equivalents at the end of the period 11,049 90,816 29,361
Investment income as set out in Note 2 of the accounts was a non-cash
transaction between PIH LP and PINT Plc.
1.Purchase of investments includes £5,656k of capital calls from underlying
infrastructure investments and £33k of operating expenditure in PIH LP,
offset by portfolio distributions of £4,272k.
The Notes on pages below form part of the financial statements.
NOTES TO THE INTERIM FINANCIAL STATEMENTS (UNAUDITED)
1. Accounting policies
Pantheon Infrastructure Plc (the 'Company') is a listed closed‑end
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 shares were admitted to trading on the London
Stock Exchange. The registered office of the Company is Link Company Matters
Limited, Central Square, 29 Wellington Street, Leeds, England, LS1 4DL.
A. Basis of preparation
The Company applied FRS 102 and the Statement of Recommended Practice ("SORP")
for the year ended 31 December 2023 in its financial statements. The
financial statements for the six months to 30 June 2024 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 2023. 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 financial statements have been prepared in accordance with the SORP for
the financial statements of investment trust companies and venture capital
trusts issued by the 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 2023 and the comparative information
for the year ended 31 December 2023 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 2024, and the six months ended
30 June 2023, 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 2023 have 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 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 2024.
In addition, the Directors have assessed the outlook, which considers the
potential further impact of ongoing geopolitical uncertainties as increases in
the cost of living, persistent inflation, interest rate uncertainty and the
impact of climate change on the Company's Portfolio, using the information
available up to the date of issue of the financial statements.
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 Pantheon's Valuation Committee.
E. Investment income
The supplementary revenue and capital columns are prepared under guidance
published in the SORP issued by the AIC. The Company holds underlying
investments through its wholly owned subsidiary Pantheon Infrastructure
Holdings LP ("PIH LP"), with both realised and unrealised gains and income,
allocated to the Capital Reserve. Distributions from PIH LP to the Company are
recognised within the Revenue or Capital 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, dividend, or capital distribution from an investment held by PIH LP.
The classification between revenue and capital of the distribution to PINT is
based on the classification of the underlying distribution received by PIH LP.
2. Investment income
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Income from infrastructure investments 14,706 5,204 19,910 - - - - - -
14,706 5,204 19,910 - - - - - -
£15.6 million of investment income relates 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 have been distributed from PIH LP to the Company in the current
period.
3. Investment management fees
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Investment management fees 2,608 - 2,608 2,386 - 2,386 4,939 - 4,939
2,608 - 2,608 2,386 - 2,386 4,939 - 4,939
The Investment Manager is entitled to a quarterly management fee at an annual
rate of:
· 1.0% of the part of the Company's Net Asset Value up to and
including £750 million; and
· 0.9% of the part of such Net Asset Value in excess of £750
million.
As at 30 June 2024, £1,385,000 was owed for investment management fees (30
June 2023: £1,218,000, 31 December 2023: £1,329,000).
The Investment Manager does not charge a performance fee.
4. Other expenses
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Secretarial and accountancy services 108 - 108 110 - 110 215 - 215
Depositary services 38 - 38 41 - 41 77 - 77
Fees payable to the Company's Auditor for audit‑related assurance services:
- Annual financial statements 78 - 78 89 - 89 150 - 150
Fees payable to the Company's Auditor for non‑audit‑related assurance 35 - 35 35 - 35 35 - 35
services(1)
Directors' remuneration 95 - 95 90 - 90 183 - 183
Employer's National Insurance 14 - 14 8 - 8 21 - 21
Legal and professional fees 50 - 50 13 9 22 102 151 253
VAT irrecoverable 47 - 47 - - - 367 - 367
Other fees 316 - 316 556 -- 556 552 6 558
781 - 781 942 9 951 1,702 157 1,859
1.The non-audit fees payable to the Auditor relate to the review of the
Company's half-yearly report.
5. Finance income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Finance income 366 1,762 3,109
366 1,762 3,109
6. Interest payable and similar expenses
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Commitment fees payable on borrowings 580 340 913
Amortisation of loan arrangement fee 389 219 569
Bank interest expense 1 1 2
970 560 1,484
7. Taxation
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Withholding tax deducted from investment distributions - - - - - - 1,697 - 1,697
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Net return before tax 10,713 32,017 42,730 (2,126) 17,024 14,898 (5,016) 56,299 51,283
Tax at UK corporation tax rate of 25% (30 June 2023: 22%, 31 December 2023: 2,678 8,004 10,682 (468) 3,745 3,277 (1,179) 13,230 12,051
23.5%)
Non-taxable investment, derivative and foreign exchange gains - (6,703) (6,703) - (3,745) (3,745) - (13,230) (13,230)
Non-taxable investment income (3,677) (1,301) (4,978) - - - - - -
Carry forward management expenses 999 - 999 468 - 468 1,179 - 1,179
Withholding tax deducted from investment distributions - - - - - - 1,697 - 1,697
- - - - - - 1,697 - 1,697
Factors that may affect future tax charges
The Company is an investment trust and is therefore not subject to tax on
capital gains. Deferred tax is not provided on capital gains and losses
arising on the revaluation or disposal of investments because the Company
meets (and intends to meet for the foreseeable future) the conditions for
approval as an investment trust. No deferred tax asset has been recognised in
respect of management and other 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 2024, the Company had no unprovided deferred tax liabilities.
At 30 June 2024, excess management expenses are estimated to be £12.2 million
(30 June 2023: £5.0 million).
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 were no
dilutive instruments outstanding for the six months ended 30 June 2024, there
is no difference between basic and diluted earnings per share as shown below:
Six months ended Six months ended Year ended
30 June 2024 30 June 2023 31 December 2023
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Earnings for the financial period (£'000) 10,713 32,017 42,730 (2,126) 17,024 14,898 (6,713) 56,299 46,586
Weighted average Ordinary Shares (number) 469,908,516 479,786,326 477,411,877
Basic and diluted earnings per share 2.28p 6.81p 9.09p (0.44)p 3.55p 3.11p (1.40)p 11.79p 10.39p
9. Dividends paid
Six months Six months Year ended
ended ended 31 December
30 June 30 June 2023
2024 2023 £'000
Second interim dividend for the year ended 31 December 2023 of 2p per share 9,391 4,800 4,800
(2022: 1p per share)
First interim dividend for the year ended 31 December 2023 of 2p per share - - 9,503
9,391 4,800 14,303
A first interim dividend for the year ending 31 December 2024 of 2.1p per
share has been declared, to be paid on 25 October 2024.
10. Investments
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Cost brought forward 407,778 281,790 281,790
Opening unrealised appreciation on investments held
- Unlisted investments 63,890 19,592 19,592
- Listed investments - - -
Valuation of investments brought forward 471,668 301,382 301,382
Movement in period:
Acquisitions at cost 21,326 83,041 125,988
Appreciation on investments held 22,837 7,193 44,298
Valuation of investments at period end 515,831 391,616 471,668
Cost at period end 429,104 364,831 407,778
Closing unrealised appreciation on investments held
- Unlisted investments 86,727 26,785 63,890
- Listed investments - - -
Valuation of investments at period end 515,831 391,616 471,668
11. Debtors
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Other debtors - non-current(1) 740 815 609
Other debtors - current 874 841 698
Prepayments and accrued income 100 341 119
1,714 1,997 1,426
1.Relates to the revolving credit facility (RCF) arrangement fees which are to
be released to the Income Statement until the loan maturity date of 18
December 2025.
12. Cash and cash equivalents
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Cash 2,326 27,508 11,649
Cash equivalents 8,723 63,308 17,712
11,049 90,816 29,361
Cash equivalents of £8,723,000 were held in a money market fund at 30 June
2024 (30 June 2023: £63,308,000, 31 December 2023: £17,712,000).
13. Derivative financial instruments
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
At the beginning of the period 3,887 (8,520) (8,520)
Unrealised gains on derivative financial instruments 3,944 9,724 12,407
At the end of the period 7,831 1,204 3,887
Realised loss on settlement of derivative financial instruments - - (326)
Total gain on derivative financial instruments at fair value through profit or 3,944 9,724 12,081
loss
The Company uses forward foreign exchange contracts to minimise the effect of
fluctuations in the value of the investment portfolio from movements in
exchange rates. As at 30 June 2024, there were 26 contracts due to expire in
the next twelve months with a valuation of £8,577,000. The remaining
contracts due to expire after the twelve months following period end were
valued as a liability of £746,000.
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 2024, the notional amount of the forward foreign exchange
contracts held by the Company was £364.3 million
(30 June 2023: £325.1 million, 31 December 2023: £340.3 million).
14. Other creditors
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Investment management fees payable 1,385 1,218 1,329
Other creditors and accruals 439 722 980
1,824 1,940 2,309
15. Interest-bearing loans and borrowings
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Interest-bearing loans and borrowings - - --
Loan arrangement fee brought forward 1,306 1,087 1,087
Loan arrangement fee incurred in the period 698 788 788
Loan arrangement fee amortised for the period (390) (219) (569)
Loan arrangement fee carried forward(1) 1,614 1,656 1,306
Total credit facility payable - - -
1.The loan arrangement fee of £1.6 million carried forward at 30 June 2024 is
included within Debtors, Note 11 to these financial statements.
The Company entered into a £62.5 million RCF with Lloyds Bank Corporate
Markets in December 2022. In June 2023, this was increased by £52.5 million,
bringing the RCF total to £115 million. As part of the increase, the Company
diversified its lender group through the introduction of The Royal Bank of
Scotland International Limited alongside Lloyds Bank Corporate Markets.
The RCF is denominated in GBP, with the option to be utilised in other major
currencies. The rate of interest is the relevant currency benchmark plus an
initial margin of 2.85% per annum, reducing to 2.65% once certain expansions
thresholds have been met. A commitment fee of 1.00% per annum is payable on
undrawn amounts, and the tenor of the RCF is three years from December 2022.
The facility is secured against the assets held in the Company's subsidiary,
PIH LP.
Borrowing costs associated with the RCF are shown as interest payable and
similar expenses in Note 6 to these financial statements.
The RCF includes loan to value covenants. The Company complied with all
covenants throughout the financial period.
16. Called-up share capital
30 June 2024 30 June 2023 31 December 2023
Nominal value Number of Nominal value Number of Nominal value Number of
Allotted, called up and fully paid: £'000 shares £'000 shares £'000 shares
Ordinary Shares of £0.01
Opening balance 480,000,000 4,800 480,000,000 4,800 480,000,000 4,800
Ordinary Shares issued in the period - - - - - -
Closing balance 480,000,000 4,800 480,000,000 4,800 480,000,000 4,800
Treasury shares
Opening balance (7,385,000) - -
Shares bought back in the period (3,265,000) (1,185,000) (7,385,000)
Closing balance (10,650,000) (1,185,000) (7,385,000)
Total Ordinary Share capital excluding treasury shares 469,350,000 478,815,000 472,615,000
During the six months to 30 June 2024, 3,265,000 Ordinary Shares were bought
back in the market, to be held in treasury (six months ended 30 June 2023:
1,185,000, year ended 31 December 2023: 7,385,000) at a total cost, including
stamp duty, of £2,771,000 (six months ended 30 June 2023: £979,000, year
ended 31 December 2023: £5,824,000).
17. Net asset value per share
NAV per share is calculated by dividing net assets in the Balance Sheet
attributable to ordinary equity holders of the Company by the number of
Ordinary Shares outstanding at the end of the period. As there were no
dilutive instruments outstanding at 30 June 2024, there is no difference
between basic and diluted NAV per share:
30 June 30 June 31 December
2024 2023 2023
Net assets attributable (£'000) 534,601 483,693 504,033
Ordinary Shares 469,350,000 478,815,000 472,615,000
NAV per Ordinary Share (p) 113.9p 101.0p 106.6p
18. Reconciliation of gain before financing costs and taxation to net cash
flows from operating activities
Six months Six months Year ended
ended ended
30 June 30 June 31 December
2024 2023 2023
£'000 £'000 £'000
Gain before financing costs and taxation 43,334 13,696 49,658
Increase in operating creditors 5 208 204
(Increase)/decrease in operating debtors (27) (88) 122
Foreign exchange gains on cash and borrowings (32) (116) (77)
Gains on financial instruments at fair value through profit or loss (3,944) (9,724) (12,081)
Investment income (19,910) - -
Gains on investments (22,837) (7,193) (44,298)
Net cash flows from operating activities (3,411) (3,217) (6,472)
19. Subsidiaries
The Company has ownership and control over two wholly owned entities which are
therefore 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 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 at fair value through profit or loss at 30 June 2023
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 391,616 391,616
Derivatives - financial instruments - 1,204 - 1,204
- 1,204 391,616 392,820
Financial assets at fair value through profit or loss at 31 December 2023
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments - - 471,668 471,668
Derivatives - financial instruments - 3,887 - 3,887
- 3,887 471,668 475,555
The fair value of these investments and derivatives - financial instruments is
recorded in the Balance Sheet as at the period end.
There have been no transfers between Level 1 and Level 2 during the period,
nor have there been any transfers between Level 2 and Level 3 during the
period.
Financial assets and liabilities are either measured at fair value or, where
measured at amortised cost, their carrying value is a close approximation of
their fair value.
The majority of the assets held within Level 3 are valued on a discounted cash
flow basis; hence, the valuations are sensitive to the discount rate assumed
in the valuation of each asset. 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.
21. Transactions with the Investment Manager and related parties
The amounts payable to the Investment Manager, together with the details of
the Investment Management Agreement, and outstanding amounts are disclosed in
Note 3.
The fees paid to the Company's Board for the six months to 30 June 2024
totalled £95,000 (six months ended 30 June 2023: £90,000, year ended 31
December 2023: £183,000). There were no other identifiable related parties
at the period end.
22. Commitments
At 30 June 2024, the Company had undrawn commitments of £10.1 million
outstanding in respect of infrastructure assets
(30 June 2023: £32.9 million, 31 December 2023: £15.7 million).
ALTERNATIVE PERFORMANCE MEASURES (APMs)
PINT assesses its performance using a variety of measures that are not
specifically 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 £42.7 million (period to The calculation uses the total comprehensive income reported in the Income Total return for the period to 30 June 2024 was 8.5% (period to 30 June
from any cash balances, net of management, operating and finance costs. It 30 June 2023: £14.9 million), as shown in the Income Statement, as a Statement and net assets reported in the Balance Sheet, both being FRS 2023: 3.1%).
also includes foreign exchange movement and movement in the fair value of percentage of the opening NAV of £504.0 million (period to 30 June 2023: 102 measures.
derivatives and taxes. £474.8 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 2024 was 113.9p per share (31 December 2023: 106.6p
the balance sheet date. accounts. per share).
Annual distribution 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 2.1p per share declared, to be paid on
each year. 27 October 2024. 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 2024 was £515.8 million (31 December
further contracted future investments committed by the Company. commitments. set out in Note 1 The value of outstanding commitments is set out in Note 22 2023: £471.7 million).
to the accounts.
Outstanding commitments at 30 June 2024 were £10.1 million (31 December
2023: £15.7 million).
GLOSSARY
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.
BESS
Battery energy storage solutions are innovative energy storage solutions that
store electrical energy in batteries for later use.
Carbon Disclosure Project
A not-for-profit charity that runs the global disclosure system for investors,
companies, cities, states and regions to manage their environmental impacts.
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 alongside a Sponsor and other
co‑investors.
Commitment
The amount of capital that the Company agrees to contribute to an investment
as and when called by the Sponsor.
Company
Pantheon Infrastructure Plc or 'PINT'.
DCF
Discounted cash flow.
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 include both assets under management and assets under
advisory (assets managed on a non-discretionary basis and/or advisory basis).
GHG
Greenhouse gas.
GIRAC
Pantheon's Global Infrastructure and Real Assets Committee.
IEA
International Energy Agency.
Initial public offering (IPO)
The first offering by a company of its own shares to the public on a regulated
stock exchange.
Investment Manager
Pantheon Ventures (UK) LLP.
Investment thesis
Pantheon's final stage of approval for infrastructure co‑investments.
IPEV
International Private Equity and Venture Capital.
IRR
Internal rate of return is the annual rate of growth that an investment
is expected to generate over its life.
Multiple of invested capital (MOIC or cost multiple)
A common measure of private equity performance, MOIC is calculated
by dividing a fund's cumulative distributions and residual value by the
paid‑in capital.
NAV Total Return
This is expressed as a percentage. It is calculated as the total return as
shown in the Income Statement, as a percentage of the opening NAV.
Net asset value (NAV)
Amount by which the value of assets of a company exceeds its liabilities.
PIH LP
Pantheon Infrastructure Holdings LP.
Portfolio or operating company
A company that PINT invests in. Portfolio or operating companies in turn own
and operate infrastructure assets.
Primaries
Commitments made to private equity funds at the time such funds are formed.
RBS
Royal Bank of Scotland.
RCF
Revolving credit facility.
Science-based targets
Science-based targets provide companies with a clearly defined path to reduce
emissions in line with the Paris Agreement goals.
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.
SMR
Steam methane reforming.
Sponsor or general partner
The entity managing a private equity fund that has been established as
a limited partnership.
TCFD
Task Force on Climate-related Financial Disclosures.
Total return
This is expressed as a percentage. The denominator is the opening NAV, net of
the final dividend for the previous year, and adjusted (on a time weighted
average basis) to take into account any equity capital raised or capital
returned in the year. The numerator is total NAV growth and dividends paid.
Total shareholder return
Return based on dividends paid plus share price movement in the period,
divided by the opening share price.
WADR
Weighted average discount rate based on each investment's relative proportion
of Portfolio valuation.
DIRECTORS AND ADVISERS
Directors
Vagn Sørensen (Chair)
Anne Baldock
Andrea Finegan
Patrick O'Donnell Bourke
Investment Manager
Pantheon Ventures (UK) LLP
Authorised and regulated by the FCA
10 Finsbury Square
4th Floor
London
EC2A 1AF
Email: pint@pantheon.com
PINT website: www.pantheoninfrastructure.com
Pantheon website: www.pantheon.com (http://www.pantheon.com)
Secretary and registered office
Link Company Matters Limited
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: +44 (0)333 300 1950
Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Communications Adviser
Lansons Communications Holdings Limited
24a St John Street
London
EC1M 4AY
Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
Depositary
BNP Paribas Trust Corporation UK Limited
10 Harewood Avenue
London
NW16 6AA
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London
EC1A 2FG
Disclosure 1 - Investments
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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