REG - Pantheon Intl PLC - Half-year Financial Report
26/02/2026 07:02
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RNS Number : 4442U Pantheon International PLC 26 February 2026
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PANTHEON INTERNATIONAL PLC
HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 NOVEMBER 2025
The full Half Year Report and Accounts can be accessed via the Company's
website at www.pantheon-international.com
(http://www.pantheon-international.com) or by contacting the Company Secretary
by telephone on +44 (0)333 300 1932.
Pantheon International Plc
(the "Company" or "PIN")
Pantheon International Plc, a FTSE 250 investment trust that provides access
to an actively managed global and diversified portfolio of private
equity-backed companies, today publishes its Half Year Report and Accounts for
the six months ended 30 November 2025.
Performance update
· During the six months to 30 November 2025, PIN's net asset value
("NAV") increased by 4.9%.
o Modest underlying valuation gains and investment income contributed 2.8%
to NAV growth.
o The majority of PIN's unhedged portfolio is USD-denominated therefore
favourable currency movements contributed a further 2.2%.
o PIN invested £42.8m in share buybacks, which added a further 1.0% to the
NAV total return.
o These positive movements during the period were offset by expenses and
taxes (-1.1%).
· The share price increased by 26.7% during the six months to end
of November 2025, outperforming the MSCI World and FTSE All-Share indices by
10.0% and 14.9% respectively over the same period.
· The Board continued to focus on taking measures to address the
discount, which narrowed from 40% at the end of May 2025 to 28% at the end of
November 2025.
Commenting on the half year, Tony Morgan, Chair of Pantheon International Plc,
said: "As a Board, we are focussed on increasing shareholder value and
reducing the discount. Since becoming Chair on 1 January 2026, I have been
encouraged by early signs of recovery in the private equity market and I am
confident that the changes we are implementing will deliver greater value to
shareholders over the medium term. We will continue to focus on improving
performance, whilst ensuring costs remain competitive for our shareholders."
Commenting, Charlotte Morris, Partner at Pantheon and Lead Manager of PIN,
said: "After a challenging few years, private equity demonstrated its
resilience in 2025 and started to recover slowly. We enter 2026 with a
constructive outlook, with the momentum of private equity deal flow starting
to build. With PIN, our aim is to offer a "one-stop shop" for investors
wishing to access a wide and diversified range of private equity opportunities
around the world. And since its inception in 1987, PIN has been, and we
believe continues to be, one of the most accessible ways for investors of all
types and sizes to achieve this."
Annualised performance as at 30 November 2025
Six months* 1 yr 3 yrs 5 yrs 10 yrs Since inception**
NAV per share (stated net of fees) 4.9% 3.8% 3.5% 10.7% 12.4% 11.6%
Ordinary share price 26.7% 14.9% 11.5% 10.1% 11.2% 10.8%
FTSE All-Share, Total Return 11.8% 20.0% 12.2% 12.1% 8.0% 7.8%
MSCI World, Total Return (Sterling) 16.7% 12.7% 15.5% 13.6% 13.9% 8.9%
* Performance for the six months, not annualised.
(**) Inception in September 1987.
NAV per share vs. market performance
Six months 1 yr 3 yrs 5 yrs 10 yrs Since inception
Versus FTSE All-Share, Total Return -6.9% -16.2% -8.7% -1.4% +4.4% +3.8%
Versus MSCI World, Total Return (Sterling) -11.8% -8.9% -12.0% -2.9% -1.5% +2.7%
Share price vs. market performance
Six months 1 yr 3 yrs 5 yrs 10 yrs Since inception
Versus FTSE All-Share, Total Return +14.9% -5.1% -0.7% -2.0% +3.2% +3.0%
Versus MSCI World, Total Return (Sterling) +10.0% +2.2% -4.0% -3.5% -2.7% +1.9%
Cash generative portfolio
· The distribution rate improved from 12% to 15% during the
six-month period, indicating an improving exit environment.
· PIN generated net portfolio cash flow of £83.1m during the six
months to 30 November 2025, an 85% increase on the £45.0m generated in the
six months to 30 November 2024.
· PIN's portfolio has been consistently cash generative and over
the last 10 years has produced a total of £1.5bn of net cash.
Prudent financial position
· As at 30 November 2025, PIN had £120m drawn down under its
£400m credit facility and £113m of sterling-equivalent loan notes
outstanding.
· Taken in conjunction with PIN's net available cash of £24m, PIN
had a prudent net debt position of 9.3% at the period end.
· PIN's financing cover as at 30 November 2025 was 4.4x and the
undrawn coverage ratio was comfortable at 87%.
Focus on improving performance
The past six months have marked an important turning point for PIN as we
focused on actions to improve portfolio performance and reduce the discount to
NAV:
· Refocusing our investment strategy
o Our strategy is to invest in, and alongside, leading private equity
managers globally and to deploy capital more consistently through the economic
cycle.
o We are refocusing on c.25 core private equity managers, a significant
reduction from the approximately 90 relationships that we have today.
· Reducing our cost base
o We have negotiated a new management fee arrangement with Pantheon, PIN's
manager. From 1 June 2026, the management fee, which we believe is simpler,
more streamlined and cost competitive, will be calculated at a flat rate of 1%
of the Company's net asset value and there will be no fee payable on undrawn
commitments.
o By way of illustration, had the new arrangement been in place during the
Company's FY2025, these changes would have resulted in a 19% (or £5.3m)
reduction in the management fee payable.
· Becoming an active seller of assets
o We will become a more active seller of assets in the secondary market
which has seen remarkable growth over the last decade.
o Proceeds from asset sales will be utilised to enhance shareholder returns.
· Proactively allocating capital
o A Distribution Pool ("Pool") has been established with an initial
commitment of £60m. The amount committed to the Pool will increase by 20% of
monthly gross distributions received from PIN's portfolio.
o The Pool is available to be used at the Board's discretion to return
capital to investors through share buybacks or other distributions.
· Managing our balance sheet
o We regularly stress test the balance sheet to ensure that it has
sufficient financial resources and liquidity to withstand a variety of
scenarios and market conditions as well as take advantage of share buyback and
new deal opportunities.
o During the period, PIN extended the tenor of its £400m revolving credit
facility to October 2029 refinanced on improved commercial terms that compare
favourably relative to our closest peers. PIN also has access to US$150m of
private placement loan notes.
· Driving more portfolio insights
o We have continued to work with our Manager to leverage our analytics to
explain what is driving underlying portfolio performance in PIN's diversified
portfolio.
o This should help analysts and investors gain a greater understanding of
the drivers of performance in the underlying portfolio.
Recent volatility in public market software companies
The technology industry represents PIN's largest investment sector. There has
recently been significant market volatility in the software sector, driven by
concerns about the potential impact of AI on the industry.
PIN works with and backs managers that are highly experienced technology
investors, agile in their ability to manage and stay ahead of changing market
dynamics. The majority of our technology exposure is to companies which
provide mission-critical and not easily replicable business infrastructure
where quality and sureness of service commands a premium. Our managers see AI
as an opportunity to expand the total addressable market and enhance
operational capabilities to drive their portfolio companies to greater
success.
We also note that private equity valuation multiples (i.e. Enterprise Value
to EBITDA multiples) have generally been much more stable than those of the
MSCI World and the S&P 500 indices. Public equity multiples have seen
a significant ramp-up in recent years and the technology sector has been a
key contributor to this. Even post the recent sell-off, public equity
multiples are still notably higher than private equity multiples.
Videos & webinar
Videos of the Chair discussing a busy period for the Company and of the
Pantheon team discussing PIN's half-year results are available on PIN's
website at www.pantheon-international.com
(http://www.pantheon-international.com) .
On 26 March 2026, Tony Morgan, Chair of PIN, and Charlotte Morris, Pantheon
Partner and Lead Manager of PIN, will be hosting a webinar to discuss recent
performance, provide a market update and offer insights into the Company's
underlying portfolio of private companies. If you would like to attend the
webinar, please register via PIN's website at
https://www.pantheon-international.com/webinar-registration/
(https://urldefense.com/v3/__https:/www.pantheon-international.com/webinar-registration/__;!!GEb1pAs!B_33zb58rIde35vCUoFvvgKr8JHFy4rx1nWyQiVZa1dwLGUSUP8ieDas8C0wvADzumKfkARlORoKUROGDQ3VL4KfU8VwFA$)
LEI: 2138001B3CE5S5PEE928
For more information please contact:
Pantheon
Charlotte Morris / Vicki Bradley +44 (0)20 3356 1800
pin.ir@pantheon.com (mailto:pin.ir@pantheon.com)
Investec Bank plc +44 (0)20 7597 4000
Joint Corporate Broker
Tom Skinner (Corporate Broking)
Lucy Lewis (Corporate Finance)
J.P. Morgan Cazenove +44 (0)203 493 8000
Joint Corporate Broker
William Simmonds (Corporate Finance)
Rupert Budge (Corporate Finance)
Montfort Communications +44 (0)7539 993 601 / +44 (0) 7342 429 165
Gay Collins / Charlotte Merlin-Jones / PIN@montfort.london (mailto:PIN@montfort.london)
Michael Schutzer-Weissmann
Follow PIN on LinkedIn:
https://www.linkedin.com/company/pantheon-international-plc
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.linkedin.com%2Fcompany%2Fpantheon-international-plc&data=02%7C01%7Cvicki.bradley%40pantheon.com%7C45af84f717f44036bd2808d8339ac8b5%7Cfa42760f88e74104a3d29f36ac959aaf%7C0%7C0%7C637316087164010634&sdata=xYCVAVqCFkw6CJOL4mTlMGS8sVLf5Zt1CoyU5ay0QyQ%3D&reserved=0)
Important Information
A copy of this announcement will be available on the Company's website at
www.piplc.com (http://www.piplc.com/) Neither the content of the Company's
website, nor the content on any website accessible from hyperlinks on its
website for any other website, is incorporated into, or forms part of, this
announcement nor, unless previously published by means of a recognised
information service, should any such content be relied upon in reaching a
decision as to whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
Making the private, public
About PIN
A share in Pantheon International Plc ("PIN" or "the Company") provides access
to a high-quality, diversified and global portfolio of private equity-backed
companies, that would otherwise be inaccessible to many investors. Shares in
PIN can be bought and sold as they would in any other publicly listed company.
PIN is actively managed by Pantheon, one of the leading private markets
investment managers globally. Through its access to Pantheon's vast private
equity platform and deep industry connections, PIN is able to build a global
portfolio of resilient and growing private companies. It does this through a
combination of primary investments into access-constrained private equity
funds and investing directly into companies, which are backed by leading
private equity managers.
PIN is overseen by an independent Board of Directors who have a diverse range
of skills, expertise and backgrounds, including significant private equity
experience.
Key metrics
£2.3bn Net asset value ("NAV")
+4.9% NAV per share growth for the six-month period
+11.6% Annualised NAV per share return since 1987 (net of fees)
£1.6bn Market capitalisation
+26.7% Share price growth for the six-month period
+10.8% Annualised share price return since 1987
£1.5bn Cash flow generated over last 10 years
62% Five-year cumulative total shareholder return
1.41%(1) Association of Investment Companies ("AIC") ongoing charges
(1) Ongoing charges are calculated based on the AIC definition. Including
financing costs, PIN's total ongoing charges would be 2.28%. See the
Alternative Performance Measures section in the Full Half Year Report for
calculations and disclosures.
Significant progress in the period on performance improvement initiatives
The actions we have taken have include:
· Refocusing our investment strategy
· Reducing our cost base
· Becoming an active seller of assets
· Proactively allocating capital
· Managing our balance sheet
· Driving more portfolio insights
PIN's aim is to maximise capital growth over the long term.
PIN's NAV per share grew by 4.9% to 520.8p in the six-month period to 30
November 2025. Private equity is a long-term asset class and PIN's NAV per
share growth since inception continues to outperform both of its public market
benchmark indices. Following a review of strategy and performance, we have put
in place a number of measures that are designed to improve PIN's NAV
performance over the medium term. See the Chair's Statement and the Manager's
Review below for more information.
PIN's share price performance during the six months to 30 November 2025 was
strong, increasing by 26.7% and outperforming the MSCI World TR (Sterling) and
FTSE All-Share Total Return indices, which increased by 16.7% and 11.8%
respectively.
Annualised performance as at 30 November 2025
6 months(1) 1 yr 3 yrs 5 yrs 10 yrs Since inception(2)
NAV per share 4.9% 3.8 % 3.5% 10.7% 12.4% 11.6%
Ordinary share price 26.7% 14.9% 11.5% 10.1% 11.2% 10.8%
FTSE All-Share Total Return 11.8% 20.0% 12.2% 12.1% 8.0% 7.8%
MSCI World Total Return (Sterling) 16.7% 12.7% 15.5% 13.6% 13.9% 8.9%
NAV per share relative performance
6 months(1) 1 yr 3 yrs 5 yrs 10 yrs Since inception(2)
Versus FTSE All-Share Total Return -6.9% -16.2% -8.7% -1.4% 4.4% 3.8%
Versus MSCI World Total Return (Sterling) -11.8% -8.9% -12.0% -2.9% -1.5% 2.7%
Share price relative performance
6 months(1) 1 yr 3 yrs 5 yrs 10 yrs Since inception(2)
Versus FTSE All-Share Total Return 14.9% -5.1% -0.7% -2.0% 3.2% 3.0%
Versus MSCI World Total Return (Sterling) 10.0% 2.2% -4.0% -3.5% -2.7% 1.9%
(1) Performance for the 6 months, not annualised.
(2) Inception in September 1987.
CHAIR'S STATEMENT
Focus on performance improvement
"We are highly focused on improving performance and we are confident that the
changes we are making will have a positive impact."
I am pleased to write my first Chair's statement, having taken on the role on
1 January 2026. I have been particularly focused on engaging closely with
shareholders who have provided invaluable input as I transition into my new
role.
I am taking over at a time when the private equity industry has had a very
difficult few years and PIN has not been immune from this. The Board is very
aware that recent performance has been below shareholder expectations, both in
relative and absolute terms. To address this, we have undertaken a significant
review looking at what has and has not worked and made a number of changes to
our approach as discussed below.
Whilst early days we are confident of the positive impact of these changes and
are focused on their implementation to improve performance in the coming year.
Key areas of focus include:
1) Refocusing our investment strategy
2) Reducing our cost base
3) Becoming an active seller of assets
4) Proactively allocating capital
5) Managing our balance sheet
6) Driving more portfolio insights
We also continue to explore options to increase the appeal of PIN to a wider
range of shareholders and will update on progress in due course.
Important changes to the Board
I would firstly like to thank John Singer CBE and John Burgess, who both
stepped down in 2025 after nine years, for their enormous contribution to the
PIN Board. I would also like to thank John Singer CBE for his strong Board
leadership and significant impact on the broader listed private equity sector.
We have taken this opportunity to recruit highly experienced individuals onto
the Board and I am confident we have the right combination of private equity,
executive management and investment trust expertise, to lead the business in
future.
We also said farewell to Helen Steers MBE, the former Co-Manager of PIN. Her
contribution over many years has been invaluable. The transition of portfolio
leadership to Charlotte Morris has been managed seamlessly and we can move
forward with confidence, knowing we are in capable hands.
An improving results picture but more to do
After a difficult few years for performance, I am encouraged by some of the
recent progress we have seen. At the six-month period ended 30 November 2025,
the Net Asset Value ("NAV") of PIN was £2.3bn, giving a NAV per share of
520.8p.
While recent performance has begun to show signs of improvement, we were still
disappointed with the NAV per share total return of 4.9%. The share price
performed strongly with a total return of +26.7%, comfortably beating our
benchmarks. While there is more work to be done, I was pleased to see the
discount narrow significantly from 40% to 28%.
When you invest in PIN, you gain access to a highly diversified portfolio of
global and growing private equity assets that we believe offers investors a
defensive growth portfolio capable of outperforming public markets over the
long term. This model has been challenged in recent years. While our
longer-term performance has been solid, having delivered an annualised 10.7%
NAV per share growth over five years and 12.4% over 10-years, in recent years
in particular it has not been able to keep pace with the rise in the global
indices driven predominantly by a concentrated group of US technology mega-cap
stocks.
A drag on our long-term performance has been weaker performance since 2022.
Consistent with many of our listed private equity peers, we have experienced
low-mid single digit NAV per share growth per annum over that timeframe -
significantly below the 14% annualised growth experienced in the previous
10-year period. A combination of rising interest rates and global macro
volatility has been a major headwind, with private equity portfolio companies
having to navigate a higher operating and financing cost environment.
Private equity exits have also been subdued, resulting in low distribution
levels of 10% and 8% of NAV in FY2023 and FY2024 respectively, versus the
10-year average of 19% of NAV per annum. The subdued exit environment has been
another headwind to NAV performance as realisations tend to be achieved at a
premium to carrying value. Over the last ten years, realisations have been
achieved at an average 28% premium to carrying value.
Refocusing our investment strategy
Like most long-term asset classes, private equity goes through cycles, with
some vintages outperforming others. The recent private equity downcycle has
been protracted and much publicised, but we are encouraged by some early signs
of recovery in deal activity. That said, both the Board and the Manager agree
that we should not simply wait for a recovery. Together, we need to continue
to look for ways to improve investment performance and ultimately increase the
share price.
Following detailed strategic analysis, we continue to believe that private
equity remains an attractive asset class. We also know that simply investing
in private equity is not enough - sustainable outperformance comes from
investing into and alongside leading General Partners ("GPs") or private
equity fund managers that can deliver first and second quartile performance.
At the request of the Board, Pantheon has refreshed the analysis of its roster
of relationships to identify which managers have performed strongly during the
recent period of increased volatility and hold periods, are aligned with our
approach and offer a differentiated proposition. This has resulted in a
refocus on c.25 core private equity managers, a significant reduction from the
90 relationships we have today. We will track our exposure to these core
managers and look to reduce our exposure to non-core managers over time. As a
Board, we believe Pantheon's access to these core relationships and associated
direct investment opportunities is a key strategic differentiator.
As a reminder, we also believe it is important to move towards more consistent
investment pacing through the cycle to diversify vintage exposure and ensure
that we are constantly refreshing the portfolio. Private equity portfolio
companies tend to deliver outsized returns early in their ownership period as
strategic changes are implemented. Conversely, older tail-end assets tend to
be a drag on performance. It is therefore important in the Board's view that
we monitor the age of the portfolio to ensure it is being refreshed to support
future NAV growth, always being mindful of a balanced approach with return of
capital and buybacks.
Consistent investment pacing will also help mitigate some of the risks of
over-allocating capital at the top of the cycle (when distributions are high)
and under-allocating capital at the bottom of the cycle (when distributions
are low). This is a challenge faced by all listed private equity trusts. This
will take several years to implement as the cycle recovers but remains a key
lever to improve long-term investment performance.
Reducing our cost base
We know that being cost competitive is an important consideration for our
shareholders. Consequently, we have renegotiated the management fee agreement
to ensure the services provided to PIN and the associated costs are fair and
competitive with benchmarks.
The new fee agreement will deliver a significant reduction in Manager costs.
From 1 June 2026, the management fee will be calculated at the end of each
month as 1% of NAV. These changes would result in a 19% (or £5.3m) reduction
in the management fee on a comparable basis to those paid in 2025.
Looking at the bigger picture, we were encouraged to see the recent FCA policy
statement seeking to resolve some of the issues with investment trust cost
disclosure, albeit we note that further work remains to be done. As the new
regulation is implemented, we hope it will result in the creation of a
sensible cost disclosure regime that allows investors to accurately compare
investment trust costs with alternative structures. We remain fully supportive
of cost transparency but believe that disclosures must provide accurate
information. It is our view that the historic regime has led to the provision
of unhelpful information that makes investment trusts seem more costly than
they are.
Becoming an active seller of assets
The secondary market for private equity assets has seen remarkable growth over
the last decade, from a relatively niche market for distressed limited partner
("LP") sellers to US $240bn of transaction volumes in 2025 (Source: Jefferies
Global Secondary Market Review, January 2026). This growth underscores the
important role secondaries can play in portfolio management, as both GPs and
LPs use the market to generate liquidity at different points in the cycle.
We are actively exploring opportunities to use this increasingly liquid market
to dispose of assets as an additional lever to improve investment performance
and generate liquidity. This is especially relevant for fund positions, where
liquidity is greatest and pricing the most robust.
Our direct positions, particularly the manager-led secondary portfolio, have
more limited disposal options in the secondary market, so an important
consideration is that we maintain an appropriate balance of liquid and
illiquid positions to preserve balance sheet flexibility.
Proactively allocating capital
In October 2025, the Board introduced a new capital allocation policy
following feedback from shareholders. We have established a Distribution Pool
("Pool") with an initial commitment of £60m. The amount committed to the Pool
will increase by 20% of monthly gross distributions received from the PIN
portfolio. It is also our intention to top up the Pool when we receive
proceeds from secondary asset sales. The Pool is available to be used at the
Board's discretion to return capital to investors through share buybacks or
other distributions. The level of buybacks will be based on the share price
discount, albeit always being mindful that we need to reinvest to deliver
long-term NAV growth, and that our gearing level remains appropriate.
We believe this new approach is simple to implement and more transparent to
shareholders. It is designed to increase share liquidity, support the share
price and potentially reduce the discount and share price volatility. The
Board also views the opportunity to invest capital into the PIN portfolio at a
discount to NAV through buybacks as a highly attractive investment opportunity
and an appropriate use of shareholder funds.
At 30 November 2025, the Pool stood at £52.4m. We have been active in the
market in the six-month period, buying back shares equivalent to £42.8m. The
net effect was a £22m, or 1%, accretion to NAV per share. Since the period
end, the Distribution Pool has increased to £52.4m, having bought back
£10.4m more shares.
The Board continues to recognise that buybacks and distributions remain an
important tool for shareholder value creation, especially when the share price
discount is wide. This is one of the key reasons we have bought back over
£300m of shares during the last three years.
Managing our balance sheet
We continue to take a prudent approach to gearing in line with the
expectations of our shareholders. We are also conscious that the macroeconomic
and geopolitical environment remains volatile, so it is paramount that we
maintain balance sheet flexibility to deal with unexpected events. With that
in mind, we have continued our programme of new investments and buybacks while
keeping net debt as a percentage of NAV on 30 November 2025 at 9.3% - a slight
increase on the 2025 year-end figure of 8.7%. At period end, we had drawn
£120m of the £400m revolving credit facility, with £113m of private
placement loan notes outstanding. Our net debt to NAV ratio is lower than the
relevant peer group average of 10.5%. With our end of period cash balance of
£24m, this provides a prudent cover of 4.4 times relative to undrawn
commitments for funds within their investment periods.
The facility has been extended by one year (maturing in October 2029) and we
were able to take advantage of an improving interest rate environment to lower
our borrowing costs by 30bps and loan commitment fees by 15bps, resulting in
average savings of c.£1m p.a. based on PIN's intended loan facility
utilisation.
Driving more portfolio insights
We believe diversification is a major strength of the PIN portfolio. However,
with over 600 underlying investment positions, it has been a challenge to
provide shareholders with the level of insight required to dissect
performance. Over the last six months, we have continued to work with our
Manager to leverage our analytics capability to simplify and explain what is
driving underlying portfolio performance.
This analysis also provides more granularity to the Board to enable us to make
informed decisions on investment strategy.
PIN offers a proven structure to access private equity
There has been a lot of discussion about the growth in open-ended "evergreen"
structures for investors to access private equity. While these structures have
their own merits, the Board continues to believe that the investment trust
structure is important for many investors who wish to gain access to a global
portfolio of private companies. In particular, individual investors who are
often locked out of investing in evergreen structures given the stringent
eligibility criteria. Shareholders of investment trusts have the flexibility
to buy and sell shares frequently without being subject to minimum investment
or maximum divestment amounts, or being subject to lock-up periods where they
cannot access their capital.
Another important characteristic of an investment trust is the presence of an
independent Board, that provides strong governance and ensures the Manager
acts in the best interests of shareholders. Investment trusts have been in
existence for a very long time (in PIN's case for nearly 40 years), have
weathered many cycles and are a well proven vehicle to hold private equity
assets. We believe strongly in the relevance of this trust, both now and for
the long term.
Outlook and prospects
After a difficult few years, the private equity market has recently started to
see some green shoots of recovery. Falling interest rates should reduce
borrowing costs and boost returns. A key metric we track is the level of
portfolio distributions, as this provides the cashflows needed to deploy into
both new opportunities and share buybacks. I am pleased to report we have seen
distribution levels increase from the near unprecedented lows of 10% in FY2023
and 8% in FY2024 to 15% in the last six months. Over the long term, portfolio
exits have been realised at an average uplift of 28% to NAV.
As a Board, we remain confident on the attractiveness of private equity as a
long-term asset class and believe that exit activity should recover to near
historic levels. According to a recent report by Bain & Company, there is
a significant amount ($1.2trillion) of 'dry powder' (capital raised and
waiting to be invested) in the buyout market and around 24% of that is over
four years old (Source: Bain & Company Global Private Equity Report 2025).
Much of that capital is managed by large-cap private equity firms and will
ultimately need to be deployed in acquiring the types of businesses that we
hold in the PIN portfolio. We have also seen a recent uptick in initial public
offerings ("IPOs") market activity, which provides another liquidity route for
some of our larger companies.
We are encouraged that PIN has demonstrated resilient performance in the first
half of the year, against a backdrop of significant macroeconomic and
geopolitical volatility, and believe the portfolio remains well positioned for
a market rebound. It is highly diversified, conservatively managed, has
significant embedded value, and is predominantly composed of profitable,
high-growth businesses in attractive sectors.
We have recently seen a significant increase in market volatility in the
technology sector driven by concerns around the impact of AI, but should
public equities maintain their upward trajectory and private market exit
activity improve, we anticipate an increase in realisations that should drive
an improvement in NAV performance.
We remain confident in the future for PIN and believe that the share price
fundamentally undervalues the strong performance over decades, the quality and
resilience of the underlying portfolio and the many exciting opportunities
that lie ahead.
We are grateful to all our shareholders for their support. We are keenly
focused on the performance improvement task at hand, and I look forward to
keeping you updated on our progress.
Tony Morgan
Chair
25 February 2026
Key PERFORMANCE INDICATORS
During the period, NAV per share increased by +4.9%, driven by valuation
gains, favourable foreign exchange movements, investment income and the
accretive impact of share buybacks. Portfolio return was muted but positive,
reflecting the resilience of the portfolio and disciplined capital management.
Despite significant macroeconomic and geopolitical uncertainty, the five-year
total shareholder return increased significantly in the last six to twelve
months. Net portfolio cashflow was nearly double the previous interim period,
highlighting a significant improvement in distributions.
The Company continues to actively manage its liquidity and maintain a high
level of coverage for undrawn commitments. We believe that a prudent gearing
strategy can enhance long-term returns while preserving financial flexibility.
What this is How PIN has performed Link to our strategic objectives Examples of related factors that we monitor
1 - NAV per share growth¹ NAV per share reflects the attributable value of a shareholder's holding in - NAV per share increased by 24.3p during the half year to 520.8p (31 May - Investing in high‑performing private companies alongside and through - Valuations provided by the underlying private equity managers.
PIN. The provision of consistent long‑term NAV per share growth is central 2025: 496.5p). This was an increase of +4.9% compared with the prior financial top‑tier private equity managers globally, to maximise long‑term capital
to our strategy. year end. growth.
- Fluctuations in currency exchange rates.
NAV per share growth in any period is shown net of foreign exchange movements - Valuation gains, investment income, foreign exchange movements and share - Mitigating investment risk through the diversification of PIN's underlying
and all costs associated with running the Company. buybacks of +6.1% were offset by fees and expenses of -1.1%. portfolio.
The NAV reflects the robust application of Pantheon's Valuation Policy.
2 - Five‑year cumulative total shareholder return Total shareholder return constitutes the return to investors, after taking - PIN's ordinary shares had a closing price of 375.0p as at 30 November 2025 - Maximise shareholder returns through long‑term capital growth. - Rate of NAV growth relative to listed markets.
into account share price movements (capital growth) and any share buybacks (31 May 2025: 296.0p), representing a 26.7% increase over the six months.
during the period.
- Promote better market liquidity and narrow the discount by building demand - Trading volumes for the Company's shares.
- Share price discounts to NAV have narrowed in the listed private equity for the Company's shares.
The Board's strategy is to deliver returns for shareholders through the growth sector. The discount on PIN's shares was 28% at period end (31 May 2025: 40%).
in NAV and not through the payment of dividends. The median discount for listed private equity peers(2) at the same date was
25% (31 May 2025: 33%). - Share price discount to NAV.
3 - Portfolio investment return 1 Portfolio investment return measures the total movement in the valuation of - Modest increase in underlying portfolio valuation against a backdrop of - Maximise shareholder returns through long‑term capital growth. - Performance relative to listed markets and listed private equity peer group.
the underlying companies and funds comprising PIN's portfolio, expressed as a market volatility.
percentage of the opening portfolio value, before taking foreign exchange
effects and other expenses into account.
- Valuations provided by the underlying private equity managers.
- PIN's returns were driven by the primaries in the portfolio.
- The Portfolio investment return of £59m is classified as an Alternative
Performance Measure, which is detailed further in the Half Year Report. This
comprises the return after taxation of £85m, adjusted for non-portfolio
income, expenses and foreign exchange.
4 - Net portfolio Net portfolio cash flow is equal to distributions less capital calls to - PIN's portfolio generated £176m in distributions for the six-month period Maximise long-term capital growth through ongoing portfolio renewal while - Relationship between outstanding commitments and NAV.
finance investments, and reflects the Company's capacity to finance calls from ended 30 November 2025 (an increase from £118m in the prior interim period), controlling financing risk.
cash flow (1, 3) existing investment commitments. against £93m of calls (30 November 2024: £73m), resulting in a net cash flow
of £83m, which is nearly double the cash flow generated in the previous
interim period. - Portfolio maturity and distribution rates by vintage.
PIN manages its maturity profile through a mix of primaries, secondaries and
co-investments to ensure that its portfolio remains cash‑generative at the
same time as maximising the potential for growth. - In addition, the Company made new commitments of £93m during the period - Commitment rate to new investment opportunities.
(six months to 30 November 2024: £88m), £28m of which was drawn at the time
of commitment (30 November 2024: £33m).
- As at 30 November 2025, PIN's portfolio had a weighted average age of 5.7
years(4) (30 November 2024: 5.4 years).
5 - Net debt to NAV (Gearing) (1) Net debt to NAV (Gearing) relates to how much debt is utilised in PIN's - PIN's net debt as a percentage of the Company's NAV as at 30 November 2025 - Adopting a more efficient use of balance sheet capital to reduce cash drag - Utilisation level of the revolving credit facility.
capital structure and is expressed as net debt (borrowings excluding the ALN was 9.3% (31 May 2025: net debt to NAV ratio was 8.7%). and enhance NAV growth, recognising that gearing may vary through the cycle as
less cash) as a percentage of NAV.
we seek to maintain disciplined and consistent deployment. - Anticipated distribution levels and impact on liquidity position
- As at 30 November 2025, PIN had utilised £120m of its £400m revolving
The Board appreciates gearing is a differentiator of the investment trust credit facility and had £113m of private placement loan notes outstanding. - Gearing relative to listed private equity peer group.
structures, and that a measured use of debt can eliminate cash drag and
enhance investment returns. PIN's approach to gearing remains prudent. - PIN's net debt to NAV ratio is lower than the relevant peer group average of
10.5%(5).
6 - Undrawn coverage ratio (1, 6) The undrawn coverage ratio measures the ability to cover undrawn commitments - The current undrawn coverage ratio reflects modest use of leverage and the - Flexibility in portfolio construction, allowing the Manager to select a - Relative weighting of primary, secondary and co-investments in the
using available financing and 10% of private equity assets. The undrawn rightsizing of the revolving credit facility from £500m to £400m in October mix of secondaries, co-investments and primaries, and vary investment pace, to portfolio.
coverage ratio is an indicator of the Company's ability to meet outstanding 2025. achieve long-term capital growth.
commitments, even in the event of a market downturn.
- Level of undrawn commitments relative to gross assets.
- The optimisation of PIN's balance sheet will enable the Company to further - The vintage diversification of unfunded commitments helps PIN manage future
enhance its performance, by allowing PIN to lean into attractive opportunities capital calls.
across market cycles and by reducing cash drag.
- Trend in distribution rates.
- PIN's undrawn coverage ratio is prudent as we expect outstanding commitments
to be drawn over a number of years, as evidenced by PIN's 10-year average call - Ability to access debt markets on favourable terms.
rate (23% of opening undrawn commitments).
- An 87% undrawn coverage ratio is comfortable relative to the 25% minimum
required under existing loan covenants.
1 Refer to Alternative Performance Measures section of the Full Half
Year Report for further details.
2 Peer group comprised: CT Private Equity Trust, HarbourVest Global
Private Equity, ICG Enterprise Trust and Patria Private Equity Trust.
3 Excludes valuation gains and/or cash flows associated with the Asset
Linked Note ("ALN").
4 Excludes the portion of the reference portfolio attributable to the ALN.
5 Relevant peer group comprised: CT Private Equity Trust, HarbourVest Global
Private Equity, ICG Enterprise Trust and Patria Private Equity Trust. Data is
based on latest published results as at 30 November 2025.
6 Outstanding commitments relating to funds outside their investment period
(>13 years old), amounting to £38m as at 30 November 2025 (31 May 2025:
£43m), were excluded from the calculation as the Manager considers the
likelihood of future drawdowns to be low.
OPTIMISING OUR CAPITAL STRUCTURE
We aim to build a sustainable, diverse and flexible capital structure that can
support PIN's corporate and investment strategies.
Diversified sources of financing
PIN has access to traditional lenders in the form of a £400m revolving credit
facility ("credit facility") as well as institutional investors via US$150m of
private placement loan notes ("loan notes").
During the period, PIN refinanced and extended its revolving credit facility
to October 2029 on improved commercial terms that compare favourably relative
to our closest peers, thereby delivering a material reduction in the all-in
cost of the facility based on current utilisation, while preserving
flexibility and liquidity.
As a result of this proactive approach, PIN has successfully diversified its
financing counterparties, expanded its sources of liquidity and reduced
refinancing risk.
Prudent gearing level
The measured use of leverage to reduce cash drag and enhance NAV growth is
central to PIN's strategy. New investments, calls on undrawn commitments and
share buybacks will be funded primarily by distributions and, where
appropriate, drawdowns from the credit facility.
As at 30 November 2025, PIN had £120m drawn down under the credit facility
and £113m of Sterling-equivalent loan notes outstanding. Taken in conjunction
with PIN's net available cash of £24m, this results in a conservative net
debt(1) to NAV ratio of 9.3% (31 May 2025: 8.7%).
Managing our financing cover
We manage PIN to ensure that it has sufficient liquidity to finance its
undrawn commitments, which represent capital committed to funds but yet to be
drawn by the private equity managers, as well as to take advantage of new
investment opportunities. A critical part of this exercise is ensuring that
the undrawn commitments do not become excessive relative to PIN's available
financing. We achieve this by managing PIN's investment pacing as well as
constructing its portfolio to ensure the right balance of primaries,
secondaries and co-investments.
As at 30 November 2025, PIN had net available cash(2) balances of £24m (31
May 2025: £21m). In addition, PIN has access to a £400m credit facility.
Using exchange rates as at 30 November 2025, the credit facility amounted to a
Sterling equivalent of £405m, of which £284m remained undrawn as at the half
year end.
With £24m of net available cash and an undrawn credit facility of £284m
equivalent, PIN had £308m of available financing(2) as at 30 November 2025
(31 May 2025: £310m) which, along with 10% of the value of the private equity
portfolio, provides prudent cover of 87% (31 May 2025: 85%) relative to
undrawn commitments for funds within their investment periods.
(1) Net debt calculated as borrowings (excluding the outstanding balance of
the ALN) less net available cash. The ALN is not considered in the calculation
of gross borrowings or the loan‑to‑value ratio, as defined in PIN's credit
facility and loan notes agreements. If the ALN is included, net debt to NAV
was 10.2% as at 30 November 2025.
(2) The net available cash figure excludes the current portion payable under
the ALN, which amounted to £0.5m as at 30 November
2025.
MANAGER'S REVIEW
Active Management to Improve Long-Term Performance
Charlotte Morris, Pantheon Partner and Lead Manager of PIN, reflects on
activity in the private equity market over the course of 2025 and how PIN's
portfolio is positioned in the current environment.
The year 2025 was memorable for both markets and the macroeconomy. While the
optimism priced in during the first quarter was unwound by tariff fears in
April, there was a strong market rebound once the terms of that policy became
clearer and the initial effects were not as impactful as feared. Nevertheless,
political volatility and unpredictability remain elevated and, against this
backdrop, private equity managers have to be flexible, nimble and able to
separate background noise from real investment signals.
Encouragingly, private equity demonstrated its resilience in 2025, starting to
recover slowly after a challenging few years. Confidence also started to pick
up and, while a bit bumpy through the year, private equity market transaction
volumes ended the year strongly. Those deals occurred mostly at the larger end
of the private equity market, with some IPOs launching successfully. PIN
focuses on the small/mid-market segment of private equity so does not rely on
the public markets to exit the companies in its portfolio. The two main
sources of exit for the companies in PIN's portfolio are corporate buyers and
sales to other private equity managers. But nevertheless, high-profile large
deals and a buoyant IPO market are helpful for driving positive sentiment
overall, which filters down to the market segment where PIN operates.
We enter 2026 with a constructive outlook, with the momentum of private equity
deal flow starting to build. In the third quarter of 2025, global leverage
buyout volumes topped US $320 billion, eclipsing every quarter since the
second quarter of 2022(1). This surge is being driven by the improving
macroeconomic backdrop, with inflation moderating and interest rates coming
down.
Strong public market performance and the availability of credit are also
boosting confidence for transacting in the market.
We are starting to see the early signs of this market recovery coming through
to PIN's portfolio. While still below the long-term average, there has been an
evident increase in exit volumes with the distribution rate improving from 12%
to 15% during the six-month period. This, coupled with the annualised call
rate which was 27% as at 30 November 2025(2) (with the calls being used
primarily for new deals and add-on acquisitions), indicates an improving
dealmaking environment. Part of the increase in call rates relates to delayed
drawdowns as some GPs have utilised short-term financing to smooth out capital
calls. See the historical distribution and call rate levels in the Supporting
Analysis section of the Full Half Year Report.
PIN has continued its track record of being cash generative, generating net
portfolio cash flow of £83.1m during the six months to 30 November 2025. This
compares to £45.0m in the prior year. PIN's portfolio has been consistently
cash generative and over the last 10 years has produced a total of £1.5bn of
net cash. As at 30 November 2025, the weighted average age of PIN's portfolio
was 5.7 years(3), meaning that it is positioned to benefit from both the value
creation of the younger assets in the portfolio and the cash proceeds from the
more mature companies when they are sold. We actively manage and monitor the
age of the portfolio, and this becomes increasingly important as assets are
sold and in order for us to achieve our objective of consistently deploying
capital through cycles.
Fundraising in private equity has been mixed in 2025. The recent period of
lower distributions drives lower reinvestment volumes, so investors have both
cut back on manager relationships and taken lower allocations. This is
creating some division in the market as certain high-demand managers continue
to raise capital and grow their fund size while others are struggling or
taking longer to raise. First-time funds in particular have faced tougher
times. Interestingly, fundraising at the larger end of the market - the 10
largest PE funds accounted for 46% of total fundraising in 2025(4) - has led
to a build-up of dry powder, which is capital that has been raised but not yet
deployed. This is helpful for PIN, as the smaller and mid-sized companies in
its portfolio are often acquisition targets for those larger managers seeking
to deploy capital on behalf of their investors.
It is our view that valuations are becoming more reasonable after several
quarters of lower fundraising, and the mid-market seems to offer the most
attractive terms. Valuations of assets in this segment of the market can be
two or three multiple turns below their large-cap comparables, providing scope
for future return potential.
The performance of public markets has been very strong in recent years,
largely driven by a small group of concentrated technology mega-cap stocks.
Consequently, the public equity market benchmarks have meaningfully
outperformed the private equity markets, including PIN. However, the chart in
this section of the Full Half Year Report shows that, since 2020, private
equity valuation multiples (i.e. Enterprise Value to EBITDA multiples) have
generally been below those of the MSCI World and the S&P 500 indices and
that delta has been widening in the last 12-18 months. With public market
valuations arguably stretched compared to historic levels, we believe the
indications are that there should be a greater opportunity for private equity
to outperform in the coming years.
PIN's NAV performance during the half year
PIN's NAV performance has continued to be relatively subdued, increasing by
4.9% during the six-month period. Modest underlying valuation gains (+2.3%),
investment income (+0.5%) and NAV-accretive share buybacks (+1.0%) contributed
to NAV growth. The majority of PIN's unhedged portfolio is USD-denominated
therefore favourable currency movements added a further 2.2% to the NAV.
Expenses and taxes were -1.1% during the six months.
PIN's share price increased by 26.7% during the six months to 30 November
2025, outperforming the MSCI World Total Return (Sterling) and the FTSE
All-Share Total Return indices, which increased by 16.7% and 11.8%
respectively. While still too wide in our view, the discount narrowed from 40%
at the end of May 2025 to 28% as at 30 November 2025.
Delivering the Board's strategic priorities
1 - Refocusing our investment strategy. The manager buy‑list has been
refined to concentrate capital with those demonstrating consistent first and
second quartile performance. We prioritise sector specialists with proven
buy‑and‑build capability and repeatable operational value creation.
2 - Reducing our cost base. A reduction in the management fee that PIN pays to
Pantheon will come into effect from 1 June 2026.
3 - Becoming an active seller of assets. The secondary market will be used
more proactively to optimise the portfolio and crystallise value when pricing
is attractive.
4 - Proactively allocating capital. During the period:
- £92.6m committed to seven new investments:
- £45.6m to primaries
- £34.7m to manager-led-secondaries
- £12.3m to co-investments; and
- £42.8m of share buybacks funded from the Distribution Pool.
5 - Managing our balance sheet. Net debt was 9.3% of NAV, a level we consider
prudent. We continue to stress‑test liquidity under multiple scenarios.
6 - Driving more portfolio insights. We have materially enhanced our
analytical capability. Detailed analysis of the value bridge for direct
investments and the negative value drivers have provided clearer understanding
of performance drivers. Revenue and EBITDA across the analysed portfolio grew
+12.7%(5) and +12.0%(5) respectively.
Refocusing our investment strategy
While broadly in line with the peer group average, and notwithstanding the
strong performance of public markets, we are focused on delivering the
attractive returns that our shareholders expect from a private equity
portfolio. As we disclosed in our annual report, we have agreed a number of
actions with the Board that are designed to improve long-term performance and
narrow the discount.
These include a refinement to our investment strategy, adopting a more
holistic capital allocation approach and enhancing our marketing and
communications.
As announced in September 2025, while private equity returns can vary
dramatically through cycles, our analysis has shown that these fluctuations
can be mitigated by investing on a relatively consistent basis over time.
Therefore, it is our intention to adopt a more consistent deployment approach
than has previously been the case. By doing so, PIN could further improve its
long-term NAV performance and reduce volatility.
Although interest rates are coming down, which is helpful for lowering
financing costs, they are expected to remain elevated by recent historical
standards. As a result, private equity managers are having to work harder to
create value and drive attractive returns in their underlying portfolio
companies. This is a context in which multiple arbitrage is less likely to be
a meaningful source of returns, and we believe that PIN's focus on the middle
market, which offers a range of value creation levers to increase cash
generation and profits, is beneficial. Ensuring that we invest only with, and
alongside, leading private equity managers and that we maintain the right mix
of direct company investments and primary funds in the portfolio, are
fundamental to achieving our objective of improving returns through cycles.
We have reduced the number of private equity managers that we will invest with
to focus on those core managers that we believe are able to generate
significant outperformance over the longer term. The market environment has
changed markedly in the past three years, making it key to understand whether
successful strategies to create value in the past can continue to be
successful in the future. As part of our due diligence processes, we look
closely at how they use their operational expertise to improve portfolio
company performance, or have built repeatable, accretive buy-and-build
capabilities. We back managers who are sector specialists, are well networked
and can offer the complete package where their relationships, expertise, and
experience really come into play.
We seek to avoid managers who have disproportionately benefited from
aggressive leverage strategies or simply a rising market, as we do not believe
these are repeatable competencies.
The use of AI is a theme that is dominating many investors' thoughts. PIN does
not typically invest directly in companies developing AI but we see it being
adopted by many of our portfolio companies and by our managers who see it as a
useful tool for portfolio monitoring and introducing efficiencies. In our
view, it is essential that our managers are thinking about AI, and how to use
it to their advantage, but also that they are considering the risks and
threats that it poses. Within our own business, Pantheon is making use of AI
and the application of it can be useful for monitoring PIN's portfolio when it
makes sense to do so. For example, Pantheon use enterprise AI tools to support
the analysis of key performance drivers within our portfolio of direct company
holdings. Custom AI tools allow us to efficiently extract and review large
amounts of quantitative and qualitative information contained in our private
equity manager fund reports and we subsequently validate it. We continue to
refine and improve our use of AI tools and processes.
PIN's portfolio continues to be tilted towards information technology,
healthcare, and consumer staples and services. The majority of the companies
that comprise PIN's technology exposure are those offering
Software-as-a-Service solutions. Many of these companies are operating in
areas such as payroll processing, HR systems and accounting systems, and they
have built up their product offering and customer bases over many years. While
the adoption of AI is being seen by many as a threat to these types of
businesses, our managers see AI as an opportunity to expand total addressable
market. By being early adopters of AI and exploring how it can enhance the
capabilities of their portfolio companies, our managers are already
undertaking substantial work to position their companies to succeed. It is too
soon to say how the recent share price volatility experienced by software
companies in the public markets might impact PIN's portfolio but we are
backing managers that are nimble and are ready to respond to, and take
advantage of, changing market dynamics.
In healthcare, PIN is backing companies that provide services and products
that are responding to the demands of ageing populations across the world and
the need for higher-quality healthcare provision. We avoid companies that rely
on consumer discretionary spend; instead, a significant proportion of our
exposure to consumer is in companies providing goods and services that are
still in demand even during a downturn. For example, during the period, PIN
had a significant exit from Froneri, which is an ice cream manufacturer, and
has an investment in Action, which is a chain of non-food discount stores in
continental Europe. See the Full Half Year Report for the case study on
Froneri.
Proactively allocating capital
The Board remains committed to buying back the Company's shares when discounts
are wide, to take advantage of the compelling value on offer. During the
period, the capital allocation policy that had been in place since 1 June 2024
was enhanced. As discussed by the Chair, PIN has established a Distribution
Pool with an initial commitment of £60m. The amount committed to the Pool
will increase by 20% of monthly gross distributions received from PIN's
portfolio. The Pool is available to be used at the Board's discretion to
return capital to investors through share buybacks or other distributions.
Please refer to the chart in this section of the Full Half Year Report for
movements on the Distribution Pool during the period.
During the period, PIN committed £92.6m to seven new investments. Almost half
of the capital committed was to two primary funds (£45.6m), therefore the
capital will be drawn down over time and there was no cash outlay at the time
of commitment. In addition, PIN committed £34.7m to three manager-led
secondaries and £12.3m to two co-investments, of which £27.5m was funded
with cash at completion.
The secondaries market continued to experience record transaction volumes in
2025. In the past, PIN has strategically sold assets in the secondary market
as a tool through which to optimise its underlying portfolio. We intend to do
this more actively in the future and when the time is right to do so,
reshaping the portfolio in line with our revised investment strategy.
The expected outcome of our holistic active capital management approach will
be that distributions from PIN's cash generative portfolio, together with the
proceeds from strategic asset sales and the use of gearing as appropriate,
will be used flexibly for capital calls, share buybacks and new direct
investments. As a result, it is likely that at certain times in the cycle, PIN
will either be in a net cash position - as cash should build up naturally when
distribution rates are above their historical average rates - or in a net debt
position through the Company's access to its £400m revolving credit facility
and US$150m of private placement notes. This means that gearing is both a
source of capital - when the Company is in a net debt position - and a use
when the Company is in a net cash position.
Our careful management of the balance sheet supports PIN's active capital
management approach. As at 30 November 2025, PIN had a net debt position of
9.3%, which we believe is at a prudent level. We regularly stress test the
balance sheet to ensure that it can withstand a variety of scenarios and
market conditions as well as take advantage of share buyback and new deal
opportunities. See the Full Half Year Report for more information on PIN's
financial position.
Driving more portfolio insights
With PIN, our aim is to offer a "one-stop shop" for investors wishing to
access a wide range of private equity opportunities around the world. We
achieve this by investing in companies in a variety of sectors and at
different stages of growth, with an emphasis on small/ medium-sized companies.
In addition, PIN invests in a combination of funds and direct company
investments. By investing in this way, investors are able to benefit from the
diversification offered by fund investments and the access to those private
equity managers who do not offer single company investment opportunities. At
the same time, they can also benefit from the exposure to single company
investments that have been individually selected by us for their growth
potential and which allow greater visibility of the companies in the
underlying portfolio.
During the six months to 30 November 2025, the majority of the investment
types delivered positive returns, with primaries the strongest contributor.
Fund secondaries, which are no longer part of PIN's investment strategy, were
flat. While Asia was the strongest performer during the period, this
represents a small part of the portfolio. The USA and investments in the
Global category showed solid performance during the period.
There was positive performance across all stages within PIN's portfolio. While
venture performed strongly during the period, this tends to be the more
volatile segment of the private equity universe and therefore will remain a
small part of the portfolio where we are only investing with the very best
managers on a primary basis. Our preference remains for buyouts, which tend to
be more consistent in their returns over time.
As mentioned in the Chair's statement, we are leveraging our analytics
capability to provide more insight into the drivers of performance in our
direct investment portfolio (see the chart in this section of the Full Half
Year Report). We believe that this provides more granularity and transparency
to the Board in order that they can make more informed strategic decisions.
For us as Manager, we can apply the learnings to ensure that we are maximising
the potential of the portfolio and investing in the right mix of assets.
Finally, we believe that this more detailed information helps investors and
analysts to develop a greater understanding of the different elements
impacting the underlying portfolio. Our analysis, which is based on 86%
coverage of the directs portfolio, covers the period between the second
quarter of calendar year 2024 to the second quarter of calendar year 2025, as
this was the most recently available financial data, and is shown in the value
bridge below. Our analysis indicates that, within the direct investments
portfolio, companies have continued to deliver strong revenue and EBITDA
growth of +12.7%(6,7) and +12.0%(6,7) respectively. Accounting for leverage
and other effects amplified this growth into a value uplift of 15.7%. However,
this has been offset by a number of negative value drivers including an
increase in net debt, multiple contraction and several companies that were
written down to a multiple below 0.05 times.
Analysis of the sources of NAV growth within the directs portfolio - June 2024
to June 2025(8)
June 2024 100%
Value contribution due to revenue growth 15.5%
EBITDA margin impact 0.2%
Net debt impact (3.9%)
Multiple impact (4.5%)
Other vehicle level impacts(9) 0.5%
Valuation movements to <0.05 times or less(10) (2.2%)
Portfolio value creation 105.5%
FX impact (4.8%)
June 2025 100.7%
The increase in the net debt is significantly influenced by M&A. Many of
our managers seek accretive acquisitions that are complementary to their
portfolio companies. They often use debt funding to facilitate this and, in
the majority of cases in our analysis, the increases in net debt were wholly
or partly related to these "buy-and-build" strategies. The acquisition and
integration of add-ons often require additional capital and operating
expenditures, leading to short-term margin compression but longer-term growth
and efficiencies.
Alongside these M&A-related drivers, we observed a number of market
drivers, which led to the derating (or multiple contraction) of comparable
companies, which are often used as a key valuation input for portfolio
companies. Finally, several companies within our analysis took advantage of
the improving financing
environment to undertake dividend recapitalisations, thus providing liquidity
to their equity holders.
Based on this analysis, our conclusion is that M&A activity is a positive
influence as it can set the foundations to drive medium-term growth and
generate attractive future returns. Assets that invested in growth initiatives
and add-ons at a time of reasonable pricing should be well positioned. We did
not observe widespread distress in the portfolio. Five single-company
investments were written down during the period (and included in the analysis)
and will have no further negative impact on the portfolio.
Despite the challenging M&A environment, portfolio company exits continued
to take place at uplifts to the holding value 12 months prior. The average
uplift during the six months to 30 November 2025 was 17% and the average cost
multiple was 2.9 times. While the uplifts were lower than the long-term
average, the cost multiple remained robust. See the Full Half Year Report for
more information.
See case studies on the PIN website here
(https://www.pantheon-international.com/our-portfolio/case-studies/) .
Outlook
We believe that private equity is emerging from a cyclical trough.
Distribution levels are recovering, dry powder across the industry is
substantial and exit routes are reopening. PIN benefits from a diversified
portfolio, improving cash generation and a clear strategic plan.
Our priorities for the coming year are:
- Refocusing our investment strategy
- Becoming an active seller of assets
- Proactively allocating capital
With these actions underway, we are confident that PIN is better positioned to
deliver improved NAV progression and further discount narrowing over the
medium term.
(1) Source: Pitchbook Q3 2025 Global PE First Look.
(2) 20% as at 31 May 2025.
(3) Excludes the portion attributable to the ALN.
(4) Source: Business Insider, December 2025. These 3 charts show how the
biggest private equity funds keep winning in a fundraising slowdown.
(5) Refer to Alternative Portfolio Measures section in the Full Half Year
Report for further details. This may not be representative of the whole
portfolio.
(6) Revenue and EBITDA growth impacting the valuation movement for the
companies within the Directs included in the detailed analysis in the Full
Half Year Report. This may not be representative of the whole portfolio.
(7) For further details refer to the APMs in the Full Half Year Report.
(8) The period covered by the value bridge pertains to the year ended 30 June
2025. The direct assets included in this bridge represent 86% of PIN's total
NAV in directs and may not be representative of the entire portfolio.
(9) Vehicle-level impacts includes factors such as GP fees & carry, and
preferred equity positions.
(10) This includes the decrease in valuation on companies where their
valuation has fallen during the period to a multiple of <0.05 times.
PORTFOLIO PERFORMANCE
Underlying valuation growth, improved realisation activity and a measured pace
of deployment characterised the period. We will continue to allocate capital
selectively and consistently and will monitor the pace of new commitments to
maintain balance sheet strength.
PIN's private equity portfolio had modest valuation gains in the six-month
period ended 30 November 2025, growing by +2.4% excluding foreign exchange
effects.
A significant increase in distributions to £176m, equivalent to 15% of
opening portfolio value on an annualised basis, highlights the successful
realisation of investments and underscores the portfolio's ability to generate
liquidity despite ongoing market uncertainty.
Distributions were offset by £93m in capital calls and £28m in new
investments, demonstrating continued commitment to growth and disciplined
capital deployment.
Private equity portfolio movements
Portfolio value 31 May 2025(1) £2,418m
Valuation gains(2) £59m +2.4%
FX impact £52m +2.2%
Distributions(4) (£176m) (7.3%)
Calls(4) £93m +3.8%
New investments(3) £28m +1.2%
Portfolio value 30 November 2025(1) £2,474m +2.4%
(1) Excludes ALN share of portfolio value at 31 May 2025 and 30 November 2025.
(2) Excluding returns attributable to the ALN share of the portfolio.
(3) Amount drawn down at the time of commitment.
(4) Refer to Capital calls and Distributions for further details.
Our investment process
Investment opportunities in companies and complementary funds are originated > We invest with many of the best private equity managers globally, who are able > Cash generated from the sale of those companies is returned to PIN and
via Pantheon's extensive and well-established platform to identify and create value in their portfolio companies redeployed into new investment opportunities, including share buybacks in
accordance with the capital allocation policy.
New commitments by region, by stage and by type
The Company intentionally managed its investment pacing for direct company
investments to ensure liquidity was preserved in a market environment
experiencing lower exit levels than historically. Co-investments and
manager-led secondaries tend to be highly funded at the time of deal
completion. The timing of primary commitments is linked to the fundraising
cycles of a targeted buy list of private equity managers.
PIN made seven commitments during the half year, amounting to £92.6m, of
which £27.5m was drawn. These commitments were to two primary funds
(£45.6m), two co-investments (£12.3m) and three manager-led secondaries
(£34.7m). In addition, PIN paid £93.0m to finance capital calls during the
six-month period to 30 November 2025.
PIN was also able to deploy capital to capture value for its shareholders, by
acquiring its own shares at a significant discount to NAV. During the half
year, the Company invested £42.8m in share buybacks at an average discount of
34%.
New commitments by region
Europe 51%
USA 25%
Global 24%
New commitments by stage
Small/mid buyout 76%
Large/mega buyout 24%
New commitments by type
Primaries 50%
Manager-led secondaries 37%
Co-investments 13%
Cash deployment split(1)
Share buybacks 61%
New investments 39%
(1) Excludes £93m of cash invested in non-discretionary capital calls.
NET PORTFOLIO CASH FLOW
The increase in distributions and call rates reflect a gradual recovery in the
M&A environment.
Distributions(1)
With a weighted average fund maturity of 5.7 years at 30 November 2025 (31 May
2025: 5.6 years), PIN's portfolio continued to generate positive net cash.
PIN received £176m of proceeds from its portfolio in the six-month period to
30 November 2025, equivalent to an annualised distribution rate of 15% of
opening portfolio value (31 May 2025: 12%). This was a significant increase on
2023 and 2024 but still behind the long-term average of 19%.
Capital calls(2)
PIN paid £93m to finance calls on undrawn commitments during the six-month
period to 30 November 2025 (six-month period to 30 November 2024: £73m)
equivalent to an annualised call rate of 27%(3) of opening undrawn commitments
(31 May 2025: 20%).
Part of the increase in call rates relates to delayed drawdowns as some GPs
have utilised short-term financing to smooth out capital calls.
(1) Distribution rate equals distributions in the period (annualised)
divided by opening portfolio value.
(2) Call rate equals calls in the period (annualised) divided by opening
undrawn commitments. All call figures exclude the acquisition cost of new
manager‑led secondary and co‑investment transactions.
(3) The call rate for the period decreases to 21% if capital calls in
relation to Pantheon Secondary Opportunity Funds ("PSOF") I and II are
excluded from the calculation. PIN committed US$337.5m (GBP equivalent of
£259.7m) to these funds in 2021/2022. PIN's remaining undrawn commitments to
PSOF I and PSOF II amounted to £82.1m as at 30 November 2025.
A continued focus on the portfolio's maturity profile means that PIN is well
positioned to generate positive cash flows.
Net portfolio cash flow¹
PIN's annualised distribution rate increased to 15% during the six-month
period (year to 31 May 2025: 12%), while annualised call rates rose to 27%
(year to 31 May 2025: 20%). As a result, PIN's net portfolio cash flow
increased to £83m, nearly double the comparable amount in the same period
last year (six-month period to 30 November 2024: £45m).
With a 10-year average distribution rate of 19%, PIN's portfolio has
consistently generated positive cash flow amounting to a total of £1.5bn over
the last 10 years.
(1) Net portfolio cash flow equals distributions less capital calls.
EXIT ACTIVITY
Exits continue to be incremental to returns, demonstrating value creation over
the course of PIN's investment.
Realisations and exits
PIN's mature portfolio continued to generate distributions despite a subdued
exit environment. Distributions have been incremental to returns, with many
reflecting realisations at significant uplifts to carrying value.
PIN exited c.120 companies during the half year and on average, achieved an
uplift and cost multiple on exit of +17% (30 November 2024: +26%) and 2.5
times (30 November 2024: 3.1 times) respectively. While the uplifts were lower
than the long-term average, the cost multiple remained robust.
Write-offs, defined as investments whose holding multiples have fallen to 0.05
times or less during the period and where a confirmation of a permanent value
impairment is received from the underlying private equity manager, were
excluded from the uplift and cost multiple analysis. Write-offs for the period
amounted to 0.1% of opening portfolio NAV (30 November 2024: 0.0%).
Average uplift for the six-months to 30 November 2025 17%
Average uplift on exit realisations(1) over the last 10 years 28%
Average cost multiple for the six-month period to 30 November 2025 2.5 times
Average cost multiple on exit realisations(1) over the last 10 years 2.9 times
Exit realisations by sector(2)
Consumer 31%
Information technology 24%
Telecommunication services 22%
Healthcare 7%
Industrials 7%
Financials 4%
Materials 4%
Other 1%
Exit realisations by type(2)
Secondary buyouts 79%
Trade sales 16%
IPO(3) and secondary share sale 5%
(1) See the Alternative Performance Measures section of the Full Half Year
Report for weighted average uplift and cost multiple calculations, coverage
and other disclosures. Write-offs have been excluded from the analysis. Past
performance is not indicative of future performance.
(2) The data coverage is 100% (for exit realisations by sector) and 99% (for
exit realisations by type) of proceeds from exit realisations received during
the period.
(3) Initial public offering.
LARGEST 50 COMPANIES BY VALUE
503 companies comprise 80% of PIN's NAV as at 30 November 2025 (1,2)
( )
% of PIN
Rank Company Investment type Description portfolio
1 Action Manager-led secondary Non-food discount stores 1.4%
2 Visma Primary; Co-investment Provider of software solutions for finance and HR departments 1.4%
3 Kaseya Co-investment; Fund secondary Provider of IT management and monitoring software services 1.3%
4 Smile Doctors Manager-led secondary Orthodontic treatments and services provider 1.1%
5 Valantic Manager-led secondary Digital consulting and software company 0.9%
6 IFS Co-investment Provider of enterprise software for ERP, asset management, and field service 0.9%
operations
7 JSI Manager-led secondary Consultant to telecommunication service providers 0.8%
8 Anaplan Co-investment; primary Developer of a cloud-based modelling and planning platform 0.8%
9 WIZ Primary Provides a cloud security platform 0.8%
10 Shiftkey Manager-led secondary Recruitment platform for nurses 0.8%
11 Tanium Co-investment Cybersecurity services provider 0.8%
12 SailPoint Co-investment; primary Provider of enterprise identity governance solutions 0.7%
13 Asurion Primary; Fund secondary Mobile phone insurance company 0.7%
14 Lifepoint Health Co-investment; Manager-led secondary Healthcare provider 0.7%
15 Sun Media Co-investment Digital advertising company 0.7%
16 W1M(3) Co-investment An independent wealth management firm 0.7%
17 Satlink Co-investment Satellite communication equipment provider for the maritime industry 0.7%
18 Inspira Financial(4) Co-investment; Primary Provider of technology-enabled retirement and investment services 0.7%
19 Eversana Manager-led secondary Commercial services platform for the life sciences sector 0.7%
20 Revolut Primary; Fund secondary A fintech app which provides various financial services 0.7%
21 101 Co-investment Provider of food waste recycling services 0.6%
22 RLDatix Manager-led secondary Developer of cloud-based patient safety and risk management software 0.6%
23 Tag Manager-led secondary Provider of medical and dental equipment and implants 0.6%
24 Ascent Resources Plc Manager-led secondary Natural gas and oil producer 0.6%
25 Kilcoy Global Foods Manager-led secondary Producer of beef and other animal protein products 0.6%
26 OptConnect Manager-led secondary Provider of wireless internet connectivity solutions 0.6%
27 Warner Pacific Co-investment An insurance services provider specialising in employee benefits and brokerage 0.6%
solutions
28 YellowHive Manager-led secondary A firm focused on innovative investment solutions 0.5%
29 Med Learning Group Manager-led secondary A provider of continuing medical education programs for healthcare 0.5%
professionals
30 Trimech Co-investment Provider of 3D design, engineering and manufacturing solutions 0.5%
31 24 Seven Manager-led secondary Digital marketing and recruitment services provider 0.5%
32 Regina Maria Manager-led secondary Provider of private healthcare services 0.5%
33 imagine 360 Manager-led secondary Provider of solutions to mitigate health insurance costs for mid-size 0.5%
employers
34 Krispy Krunchy Chicken Co-investment Producer of fried chicken products to fast food outlets 0.5%
35 SVT Manager-led secondary Manufacturer of fire protection products and systems 0.5%
36 Sonar Primary Developer of coding software 0.5%
37 VIZRT Manager-led secondary A provider of real-time graphics and media production tools for broadcasters 0.5%
38 Check24 Primary Online comparison platform for consumer insurance, finance, utilities, and 0.5%
travel products
39 Medica Co-investment Provider of teleradiology reporting services to public and private health 0.5%
organisations
40 doit Co-investment Provider of cloud consulting and engineering services 0.5%
41 Cotiviti Co-investment An analytics firm offering payment accuracy and data solutions 0.5%
42 Team Services Group Manager-led secondary A healthcare company delivering home and community-based services 0.5%
43 Flynn Group Co-investment Restaurant franchise 0.5%
44 Inspire Brands Manager-led secondary A restaurant company owning and operating multiple fast-food and casual dining 0.4%
brands
45 Armis Co-investment Cybersecurity firm providing agentless visibility and protection for IoT and 0.4%
unmanaged devices
46 Curium Manager-led secondary Manufacturer and distributor of radiopharmaceuticals for diagnostic imaging 0.4%
and cancer treatment
47 Elevation Co-investment Provider of cosmetic lab services 0.4%
48 MRO Co-investment; primary Provider of disclosure management services 0.4%
49 Digicert Manager-led secondary Provider of digital trust and certificate-based security solutions for 0.4%
enterprises
50 Tacala Manager-led secondary Large US franchise operator of Taco Bell quick-service restaurants 0.4%
Coverage of PIN's private equity asset value 32.3%
(1) 507 as at 31 May 2025.
(2) The largest 50 companies table is based upon underlying company valuations
at 30 September 2025 adjusted for known calls and distributions to 30 November
2025 and includes the portion of the reference portfolio attributable to the
ALN.
(3) Formerly called London&Capital.
(4) Formerly called Millenium Trust Company.
LARGEST 50 MANAGERS BY VALUE
Top 50 managers account for 74% of NAV as at 30 November 2025 (1)
% of total private equity
Rank Manager Region(2) Stage asset value(3)
1 Insight Partners USA Growth 6.3%
2 Hg Europe Buyout 4.3%
3 Index Ventures Global Venture; Growth 4.1%
4 Advent International Global Buyout 2.8%
5 IK Partners Europe Buyout 2.7%
6 Water Street USA Buyout 2.3%
7 Parthenon Capital USA Buyout 2.2%
8 Thomabravo USA Buyout 2.0%
9 Growth Fund(4) USA Growth 1.9%
10 Five Arrows Europe Buyout 1.8%
11 Altamont USA Buyout 1.6%
12 Altor Europe Buyout 1.6%
13 LMP USA Buyout 1.6%
14 Eci Europe Buyout 1.5%
15 3i Europe Buyout 1.5%
16 Lyfe Asia Growth 1.5%
17 Deutsche Private Equity Europe Buyout 1.4%
18 Search Light Global Special situations 1.4%
19 Providence Equity Partners USA Buyout 1.3%
20 Balderton Europe Growth 1.3%
21 Charlesbank USA Buyout 1.3%
22 Abry Partners USA Buyout 1.3%
23 Shamrock Capital USA Growth 1.3%
24 Apheon (formerly Ergon Capital) Europe Buyout 1.2%
25 Veritas Capital USA Buyout 1.2%
26 PSG USA Growth 1.2%
27 Seven 2 (formerly Apax Partners MidMarket) Europe Buyout 1.2%
28 Oak HC/FT USA Growth 1.2%
29 Hellman & Friedman USA Buyout 1.2%
30 Linden USA Buyout 1.1%
31 Apollo USA Buyout 1.1%
32 Main Post Partners USA Buyout 1.0%
33 KKR Europe Buyout 1.0%
34 Sentinel Capital Partners USA Buyout 1.0%
35 ONEX USA / Canada Buyout 0.9%
36 Stone Goff USA Buyout 0.9%
37 Lightspeed USA Venture 0.9%
38 Lorient Capital USA Buyout 0.8%
39 MidEuropa Europe Buyout 0.8%
40 HIG Capital USA Buyout 0.7%
41 Magnum Europe Buyout 0.7%
42 The Energy & Minerals Group USA Special situations 0.7%
43 Chrys Capital India Buyout 0.7%
44 Accel Partners Global Venture 0.7%
45 Francisco Partners USA Buyout 0.7%
46 Knox Lane USA Buyout 0.7%
47 Morgan Stanley Capital Partners USA Buyout 0.7%
48 Chequers Capital Europe Buyout 0.7%
49 Roark Capital Group USA Buyout 0.7%
50 Alpine USA Buyout 0.7%
Coverage of PIP's private equity asset value 73.7%
(1) 73% as at 31 May 2025.
(2) Refers to the regional exposure of funds.
(3) Percentages look through underlying vehicle structures and exclude the
portion of the reference portfolio attributable to the ALN.
(4) The private equity manager does not permit the Company to disclose this
information.
GOVERNANCE
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 Manager's Review.
The principal risks facing the Company are substantially unchanged since the
date of the Annual Report for the financial period ended 31 May 2025 and
continue to be as set out in that report on pages 21 to 23.
Risks faced by the Company included, but are not limited to, Investment
availability and NAV performance, Macroeconomic and geopolitical risk, FX
asset risk, Market discount for listed private equity trusts, Vehicle
financing and liquidity management, Investment level financing, Valuation
risk, Reliance on service providers and cybersecurity risk.
Responsibility statement
Each Director confirms that, to the best of their 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.
- This Interim Financial Report includes a fair review of the information
required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the set of financial statements; and
a description of the principal risks and uncertainties for the remaining six
months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the Company during that period; and any changes in
the related party transactions described in the last Annual Report that could
do so.
This Interim Financial Report was approved by the Board on 25 February 2026
and was signed on its behalf by Tony Morgan, Chair.
INDEPENDENT REVIEW REPORT TO PANTHEON INTERNATIONAL PLC
Conclusion
We have been engaged by Pantheon International Plc ('the Company') to review
the condensed set of financial statements in the Interim Report and Accounts
for the six months ended 30 November 2025 which comprises the Condensed Income
Statement, the Condensed Statement of Changes in Equity, the Condensed Balance
Sheet, the Condensed Cash Flow Statement, and the Related Notes 1 to 14
(together 'the condensed financial statements'). We have read the other
information contained in the Interim Report and Accounts 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 Interim Report
and Accounts for the six months ended 30 November 2025 is not prepared, in all
material respects, in accordance with FRS 104 'Interim Financial Reporting'
and the Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
Basis of conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410, "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" (ISRE) issued by the Financial
Reporting Council. A review of interim financial information consists of
making enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
As disclosed in Note 1 Basis of Preparation, 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 Interim Report and Accounts 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 Interim Report and Accounts in
accordance with the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
In preparing the Interim Report and Accounts, 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 Interim Report and Accounts, we are responsible for
expressing to the Company a conclusion on the condensed set of financial
statements in the Interim Report and Accounts. Our conclusion, including our
Conclusions Relating to Going Concern, are based on procedures that are less
extensive than audit procedures, as described in the Basis for Conclusion
paragraph of this report.
Use of our report
This report is made solely to the Company in accordance with guidance
contained in International Standard on Review Engagements 2410 (UK) "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the Financial Reporting Council. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other
than the Company, for our work, for this report, or for the conclusions we
have formed.
Ernst & Young LLP
London
25 February 2026
FINANCIAL STATEMENTS
CONDENSED INCOME STATEMENT (UNAUDITED) FOR THE SIX MONTHS TO 30 NOVEMBER 2025
Six months ended Six months ended Year ended
30 November 2025 30 November 2024 31 May 2025
Revenue Capital Total(1) Revenue Capital Total(1) Revenue Capital Total(1)
Note £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains on investments at fair value through profit or loss - 102,404 102,404 - 61,629 61,629 - 11,344 11,344
(Losses)/gains on financial liabilities at fair value through profit or loss - (12) (229) (241) (350) 3,124 2,774 (812) 6,073 5,261
ALN
Currency (losses)/ gains on cash and borrowings - (3,647) (3,647) - (1,104) (1,104) - 8,975 8,975
Investment income 11,558 - 11,558 8,812 - 8,812 19,829 - 19,829
Capital related legal expenses - (155) (155) - (349) (349) - (702) (702)
Investment management fees(2) (1,318) (11,860) (13,178) (13,451) - (13,451) (26,769) - (26,769)
Other expenses(2) (166) (1,501) (1,667) (1,346) - (1,346) (2,579) - (2,579)
Return/(loss) before financing costs and taxation 10,062 85,012 95,074 (6,335) 63,300 56,965 (10,331) 25,690 15,359
Interest payable and similar expenses(2) (973) (8,753) (9,726) (10,289) - (10,289) (19,787) - (19,787)
Return/(loss) before taxation 9,089 76,259 85,348 (16,624) 63,300 46,676 (30,118) 25,690 (4,428)
Taxation paid 2 (153) - (153) (1,854) - (1,854) (2,284) - (2,284)
Return/(loss) for the period/year, being total comprehensive income for the 9 8,936 76,259 85,195 (18,478) 63,300 44,822 (32,402) 25,690 (6,712)
period/year
Return per ordinary share 9 2.02p 17.29p 19.31p (3.98)p 13.65p 9.67p (7.02)p 5.57p (1.45)p
(1) The Company does not have any income or expenses that are 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").
(2) With effect from 1 June 2025, the Board agreed that the Company will
allocate its expenses, comprising Investment management fees, interest costs
and other expenses in the ratio of 90% to capital and 10% to revenue,
reflecting the Company's current and future return profile. Prior period/year
allocation was 100% revenue.
All revenue and capital items in the above statement relate to continuing
operations.
The Notes below form part of these financial statements.
CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) FOR THE SIX MONTHS TO 30
NOVEMBER 2025
Capital
Capital Other reserve on
Share Share redemption capital investments Revenue
capital premium reserve reserve held reserve Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Movement for the six months ended 30 November 2025
Opening equity shareholders' funds 30,002 269,535 9,563 1,562,680 544,964 (193,704) 2,223,040
Return for the period - - - 47,527 28,732 8,936 85,195
Ordinary shares bought back for cancellation in the market (862) - 862 (43,121)(1) - - (43,121)(1)
Closing equity shareholders' funds 29,140 269,535 10,425 1,567,086 573,696 (184,768) 2,265,114
Movement for the six months ended 30 November 2024
Opening equity shareholders' funds 31,196 269,535 8,369 1,492,834 643,009 (161,302) 2,283,641
Return for the period - - - 58,517 4,783 (18,478) 44,822
Ordinary shares bought back for cancellation in the market (267) - 267 (12,783) - - (12,783)
Closing equity shareholders' funds 30,929 269,535 8,636 1,538,568 647,792 (179,780) 2,315,680
Movement for the year ended 31 May 2025
Opening equity shareholders' funds 31,196 269,535 8,369 1,492,834 643,009 (161,302) 2,283,641
(Loss)/ return for the year - - - 123,735 (98,045) (32,402) (6,712)
Ordinary shares bought back for cancellation in the market (1,194) - 1,194 (53,889) - - (53,889)
Closing equity shareholders' funds 30,002 269,535 9,563 1,562,680 544,964 (193,704) 2,223,040
(1) Includes £381,000 of buybacks which were unpaid at 30 November 2025.
The Notes below form part of these financial statements.
CONDENSED BALANCE SHEET (UNAUDITED) AS AT 30 NOVEMBER 2025
30 November 30 November 31 May
2025 2024 2025
Note £'000 £'000 £'000
Fixed assets
Investments at fair value 2,495,086 2,554,586 2,437,294
Current assets
Debtors 5,403 3,597 3,081
Cash at bank 24,898 23,355 25,417
30,301 26,952 28,498
Creditors: Amounts falling due within one year
Other creditors (6,415) (6,002) (7,670)
(6,415) (6,002) (7,670)
Net current assets 23,886 20,950 20,828
Total assets less current liabilities 2,518,972 2,575,536 2,458,122
Creditors: Amounts falling due after one year
Bank Loan 5 (120,254) (115,670) (103,093)
Asset Linked Loan ("ALN") 6 (20,409) (26,155) (20,738)
Private placement loan notes 7 (113,195) (118,031) (111,251)
(253,858) (259,856) (235,082)
Net assets 2,265,114 2,315,680 2,223,040
Capital and reserves
Called-up share capital 8 29,140 30,929 30,002
Share premium 269,535 269,535 269,535
Capital redemption reserve 10,425 8,636 9,563
Other capital reserve 1,567,086 1,538,568 1,562,680
Capital reserve on investments held 573,696 647,792 544,964
Revenue reserve (184,768) (179,780) (193,704)
Total equity shareholders' funds 2,265,114 2,315,680 2,223,040
Net asset value ("NAV") per share - ordinary 10 520.82p 501.64p 496.45p
Total ordinary shares for NAV calculation 8 434,913,813 461,625,319 447,784,724
The Notes below form part of these financial statements.
CONDENSED CASH FLOW STATEMENT (UNAUDITED) FOR THE SIX MONTHS TO 30 NOVEMBER
2025
Six months ended Six months ended Year Ended
30 November 2025 30 November 2024 31 May 2025
Note £'000 £'000 £'000
Cash flow from operating activities
Investment income received - comprising:
- Dividend income 9,769 8,304 17,757
- Interest income 1,541 428 1,669
- Other investment income 247 79 384
Deposit and other interest received - - 13
Investment management fees paid (13,161) (13,421) (26,862)
Secretarial fees paid (210) (247) (541)
Depositary fees paid (151) (165) (262)
Directors' fees paid (240) (189) (388)
PR Marketing (243) (163) (394)
Legal and professional fees paid (226) (420) (849)
Other cash payments(1) (916) (966) (1,337)
Taxation paid/deducted (189) (1,969) (2,312)
Net cash outflow from operating activities 11 (3,779) (8,729) (13,122)
Cash flows from investing activities
Purchases of investments(1) (68,502) (76,873) (133,456)
Disposals of investments(1) 113,288 83,546 206,717
Net cash inflow from investing activities 44,786 6,673 73,261
Cash flows from financing activities
ALN repayments (1,464) (846) (2,700)
Ordinary shares bought back for cancellation(2) (42,740) (13,672) (54,779)
Drawdown of loan 41,478 136,520 169,973
Repayment of loan (26,161) (105,394) (148,370)
Bank debit interest paid (1) - -
Loan commitment and arrangement fees paid (4,210) (5,167) (6,767)
Loan interest paid (4,896) (3,928) (6,371)
Private placement loan note interest (3,636) (4,324) (8,193)
Net cash (inflow)/outflow from financing activities (41,630) 3,189 (57,207)
(Decrease)/increase in cash in the period/year (623) 1,133 2,932
Cash and cash equivalents at beginning of the period/year 25,417 21,863 21,863
Foreign exchange gains 104 359 622
Cash and cash equivalents at the end of the period/year 24,898 23,355 25,417
(1) Purchases and disposals do not include investments actioned by Pantheon
International Holdings LP.
(2) The value of ordinary shares bought back includes associated fees and
stamp duty amounting to £300,000 (30 November 2024: £89,000, 31 May 2025:
£375,000). Excludes £381,000 of buybacks which were unpaid at 30 November
2025.
The Notes below form part of these financial statements.
NOTES TO THE HALF-YEARLY FINANCIAL STATEMENTS (UNAUDITED)
1. Accounting Policies
A. Basis of preparation
PIN is a listed public limited company incorporated in England and Wales.
The Company applied United Kingdom Accounting Standards, including FRS 102
'The standard applicable in the United Kingdom and Ireland' ("FRS 102") and
the Association of Investment Companies ("AIC") Statement of Recommended
Practice (SORP) for its financial period ended 31 May 2025 in its financial
statements. The financial statements for the six months to 30 November 2025
have therefore been prepared in accordance with FRS 104 "Interim Financial
Reporting". The condensed financial statements have been prepared on the same
basis as the accounting policies set out in the statutory accounts for the
period ended 31 May 2025. They have also been prepared on the assumption that
approval as an investment trust will continue to be granted. The Company's
financial statements are presented in Sterling and all values are rounded to
the nearest thousand pounds (£'000) except when indicated otherwise.
The financial information contained in this report, has been prepared in
accordance with the SORP for the financial statements of investment trust
companies and venture capital trusts issued by the AIC (issued in April 2021),
other than where restrictions are imposed on the Company which prohibit
specific disclosures. The new edition of the SORP was published in December
2025, and will be applicable for the Company's forthcoming financial year
starting on 1 June 2026.
The financial information contained in this Interim Report and Accounts and
the comparative figures for the financial year ended 31 May 2025 are not the
Company's statutory accounts for the financial period as defined in the
Companies Act 2006. The financial information for the half-year periods ended
30 November 2025 and 30 November 2024 are not for a financial year and have
not been audited but have been reviewed by the Company's auditors and their
report can be found above. The Annual Report and Financial Statements for the
financial period ended 31 May 2025 have been delivered to the Registrar of
Companies. The report of the auditors was: (i) unqualified; (ii) did not
include a reference to any matters which the auditors 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.
B. Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated in
the income statement, consistent with the SORP, on the following basis:
- With effect from 1 June 2025, the Board agreed that the Company will
allocate its Expenses, comprising Investment management fees, interest costs
and other expenses in the ratio of 90% to capital and 10% to revenue,
reflecting the Company's current and future return profile. The Board expects
the majority of long-term returns from the portfolio to be generated from
capital gains. Prior period/year allocation was 100% revenue.
- Expenses which are incidental to the acquisition or disposal of an
investment are allocated to capital.
- Investment performance fees are allocated to capital.
C. Going concern
The financial statements have been prepared on a going concern basis and under
the historical cost basis of accounting, modified to include the revaluation
of certain assets at fair value.
The Directors have made an assessment of going concern, taking into account
the Company's current performance and financial position as at 30 November
2025. In addition, the Directors have assessed the outlook using the
information available as at the date of issue of these financial statements,
which considers the potential further impact of rising trade frictions,
diverging monetary policies and ongoing international conflicts which have
brought about increased geopolitical uncertainties. Furthermore, the
combination of above-target inflation rates, tariffs and the increasing
pervasiveness of generative AI where we have seen recent market volatility in
the technology sector driven by the concerns around the impact of AI may have
an impact on the pace of economic growth.
As part of this assessment the Directors considered:
- Various downside liquidity modelling scenarios with varying degrees of
decline in investment valuations, decreased investment distributions, and
increased call rates, with the worst being a downside scenario representing an
impact to the portfolio that is worse than that experienced during the Global
Financial Crisis.
- The Company manages and monitors liquidity regularly, ensuring it is
adequate and sufficient and is underpinned by its monitoring of investments,
distributions, capital calls and outstanding commitments. Total available
financing as at 30 November 2025 stood at £308m (30 November 2024: £314m; 31
May 2025: £310m), comprising £24m (30 November 2024: £21m; 31 May 2025:
£21m) in available cash balances and £284m (30 November 2024: £293m; 31 May
2025: £289m) in undrawn, Sterling equivalent, bank facilities.
- PIN's 30 November 2025 valuation is primarily based on reported GP
valuations with a reference date of 30 September 2025, updated for capital
movements and foreign exchange impacts.
- Unfunded commitments - PIN's unfunded commitments at 30 November 2025 were
£677m (30 November 2024: £759m; 31 May 2025: £693m). The Directors have
considered the maximum level of unfunded commitments which could theoretically
be drawn in a 12-month period, the ageing of commitments and available
financing to fulfil these commitments. In these scenarios, PIN can take steps
to limit or mitigate the impact on the Balance Sheet, namely drawing on the
credit facility, pausing on new commitments, selling assets to increase
liquidity and reducing outstanding commitments if necessary. In addition,
subject to market conditions, the Company could also seek to raise additional
debt or equity capital.
- The impact of share buybacks and the Company's Capital Allocation Policy on
available liquidity.
- The Directors also considered the impact of climate change on PIN's
portfolio and concluded that there was no significant impact on the Company as
a result of climate change.
Having performed the assessment on going concern, 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 12 months from the date
of issue of these financial statements.
D. Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment business. Consequently, no business
segmental analysis is provided.
2.Tax on ordinary activities
Six months to 30 November 2025 Six months to 30 November 2024 Year to 31 May 2025
Revenue Capital Total Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Taxation recovered from foreign tax authorities (510) - (510) - - - - - -
Taxation paid to foreign tax authorities 59 - 59 - - - 282 - 282
Withholding tax deducted from distributions 604 - 604 1,854 - 1,854 2,002 - 2,002
Taxation paid 153 - 153 1,854 - 1,854 2,284 - 2,284
The taxation recovered from and paid to foreign tax authorities includes
corporate income tax liabilities payable to and recoverable from various US
state tax authorities. These amounts are accounted for as withholding tax
deducted from distributions. All amounts included in the above table relate to
US state tax.
Investment gains are exempt from capital gains tax owing to the Company's
status as an investment trust.
3. Transactions with the Manager and related parties
During the six-month period ended 30 November 2025, services with a total
value of £14,184,000, being £13,178,000 directly from Pantheon Ventures (UK)
LLP and £1,006,000 (30 November 2024: £13,880,000; £13,451,000; and
£429,000; year to 31 May 2025: £28,117,000; £26,769,000 and £1,348,000
respectively), via Pantheon managed fund investments, were purchased by the
Company.
At 30 November 2025, the amount due to Pantheon Ventures (UK) LLP in
management fees and performance fees disclosed under creditors was £2,204,000
and £nil respectively (30 November 2024: £2,310,000 and £nil respectively;
31 May 2025: £2,187,000 and £nil respectively).
Fees paid to the Company's Board of Directors for the six months to 30
November 2025 totalled £237,000 (six months to 30 November 2024: £184,000;
year to 31 May 2025: £360,000). At 30 November 2025, the amount payable in
Directors fees disclosed under creditors was £75,000 (30 November 2024:
£57,000; 31 May 2025: £78,000).
There are no other identifiable related parties at the period end.
4. Performance fee
The Manager is entitled to a performance fee from the Company in respect of
each 12-month period ending on 31 May in each year and, prior to 31 May 2017,
the period of 12 calendar months ending 30 June in each year. The performance
fee payable in respect of each such calculation period is 5% of the amount by
which the net asset value (NAV) at the end of such period exceeds 110% of the
applicable "high-water mark", i.e. the NAV at the end of the previous
calculation period in respect of which a performance fee was payable,
compounded annually at 10% for each subsequent completed calculation period up
to the start of the calculation period for which the fee is being calculated.
For the six-month calculation period ended 30 November 2025, the notional
performance fee hurdle is a NAV per share of 712.40p.
The performance fee is calculated using the adjusted NAV.
The performance fee is calculated so as to ignore the effect on performance of
any performance fee payable in respect of the period for which the fee is
being calculated or of any of the following:
- Increase or decrease in the net assets of the Company resulting from any
issue, redemption or purchase of any shares or other securities.
- The sale of any treasury shares or the issue or cancellation of any
subscription or conversion rights for any shares or other securities.
- Any other reduction in the Company's share capital or any distribution to
shareholders.
No performance fee has been paid or accrued in the period.
5. Bank Loan
On 27 October 2025, the Company announced that it had agreed to extend its
Facility, which was due to expire in October 2028, to October 2029. The
Facility continues to be sized at a £400m equivalent commitment and retains
the flexibility to be increased to £700m under the existing structure,
subject to the consent of the participating lenders. This ensures extended
liquidity coverage whilst appropriately managing costs associated with the
Credit Facility. The Credit Facility commitments have been re-denominated to
US$402.30m and €115.20m.
The facility structure is as follows:
- Facility A1: £300m, expiring in October 2029; and
- Facility A2: £100m, expiring in October 2029.
Both A1 and A2 have an ongoing option to extend, by agreement, the maturity
date by 364 days at a time.
Depending on the utilisation of the Loan Facility, PIN will now pay a reduced
commitment fee of 0.65% per annum on the undrawn portion of the Facility
(previously 0.80%). The rate of interest payable on the drawn portion is the
aggregate of the relevant benchmark rate plus 2.65% (previously 2.95%). The
Loan Facility is subject to market standard loan to value and liquidity
covenants.
As at 30 November 2025, the Loan Facility had a Sterling equivalent value of
£404.5m, at which point the Company had drawn down £120.3m, all through
Facility A1.
As at 30 November 2024, the Loan Facility had a Sterling equivalent value of
£409.0m, at which point the Company had drawn down £115.7m.
As at 31 May 2025, the Loan Facility had a Sterling equivalent value of
£392.5m, at which point the Company had drawn down £103.1m.
6. Asset Linked Note ("ALN")
As part of the share consolidation effected on 31 October 2017, the Company
issued an ALN with an initial principal amount of £200m to the Investor.
Payments under the ALN are made quarterly in arrears and are linked to the ALN
share (c. 75%) of the net cash flow from a reference portfolio which is
comprised of interests held by PIN in over 300 of its oldest private equity
funds, substantially 2006 and earlier vintages. PIN retains the net cash flow
relating to the remaining c. 25% of the reference portfolio.
The ALN is held at fair value through profit or loss and therefore movements
in fair value are reflected in the Income Statement. The Directors do not
believe there to be a material own credit risk, due to the fact that
repayments are only due when net cash flow is received from the reference
portfolio. Fair value is calculated as the sum of the ALN share of fair value
of the reference portfolio plus the ALN share of undistributed net cash flow
which is equivalent to the amount which would be required to be repaid had the
ALN matured on 30 November 2025. Therefore no fair value movement has occurred
during the period
as a result of changes to credit risk.
A pro rata share of the Company's Total Ongoing Charges is allocated to the
ALN, reducing each quarterly payment ("the Expense Charge") and deducted from
Other Expenses in the Income Statement.
The ALN's share of net cash flow is calculated after withholding taxation
suffered. These amounts are deducted from Taxation in the Income Statement.
During the six months to 30 November 2025, the Company made repayments
totalling £1.5m, representing the ALN share of the net cash flow for the
three-month period to 31 May 2025 and three-month period to 31 August 2025.
The fair value of the ALN at 30 November 2025 was £20.9m, of which £0.5m
represents the net cash flow for the three months to 30 November 2025, due for
repayment on 28 February 2026.
During the six months to 30 November 2024, the Company made repayments
totalling £0.8m, representing the ALN share of the net cash flow for the
three-month period to 31 May 2024 and three-month period to 31 August 2024.
The fair value of the ALN at 30 November 2024 was £26.9m, of which £0.8m
represents the net cash flow for the three months to 30 November 2024, due for
repayment on 28 February 2025.
During the year to 31 May 2025, the Company made repayments totalling £2.7m,
representing the ALN share of the net cash flow for the year to 28 February
2025. The fair value of the ALN at 31 May 2025 was £22.4m, of which £1.6m
represents cash flows for the three months to 31 May 2025, due for repayment
on 31 August 2025.
7. Private Placement Loan Notes
The Company has private placement debt, in the form of loan notes totalling
US$150m, which were placed on 1 February 2024, with interest payable to the
loan note holders on a six-monthly basis. The loan notes have been structured
over different maturities of five, seven and 10 years with varying coupon
rates, revalued as follows:
30 November 2025 30 November 2024 31 May 2025
USD$'000 £'000 £'000 £'000
Tranche A (US$) 6.36% 52,500 39,618 41,311 38,938
1 February 2029
Tranche B (US$) 6.53% 67,500 50,938 53,114 50,063
1 February 2031
Tranche C (US$) 6.65% 30,000 22,639 23,606 22,250
1 February 2034
150,000 113,195 118,031 111,251
8. Called-up share capital
30 November 2025 30 November 2024 31 May 2025
Allocated, called up and fully paid: Shares £'000 Shares £'000 Shares £'000
Ordinary shares of 67p each
Opening position 447,784,724 30,002 465,613,611 31,196 465,613,611 31,196
Ordinary shares bought back for cancellation in the Market (12,870,911) (862) (3,988,292) (267) (17,828,887) (1,194)
Closing position in issue 434,913,813 29,140 461,625,319 30,929 447,784,724 30,002
Total shares in issue 434,913,813 29,140 461,625,319 30,929 447,784,724 30,002
On 17 September 2025, the Company announced an update to its Corporate
Strategy Programme, whereby it has allocated a further £30m to share buybacks
and intends to introduce greater flexibility. 20% of gross distributions will
be allocated to a share buyback pool. The Board will exercise its discretion
to use the buyback pool to implement buybacks when the share price discount
exceeds 20%.
During the period to 30 November 2025, 12,870,911 ordinary shares were bought
back by the Company for cancellation at a total cost, including stamp duty, of
£43.1m.
During the period to 30 November 2024, 3,988,292 ordinary shares were bought
back by the Company for cancellation at a total cost, including stamp duty, of
£12.8m.
During the period to 31 May 2025, 17,828,887 ordinary shares were bought back
by the Company for cancellation at a total cost, including stamp duty, of
£53.9m.
As at 30 November 2025, there were 434,913,813 Ordinary Shares in issue (30
November 2024: 461,625,319 Ordinary Shares; year to 31 May 2025: 447,784,724
Ordinary Shares).
9. Return per share
Six months to 30 November 2025 Six months to 30 November 2024 Year to 31 May 2025
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Return/(loss) for the financial period £'000 8,936 76,259 85,195 (18,478) 63,300 44,822 (32,402) 25,690 (6,712)
Weighted average number of ordinary shares 441,142,876 463,573,364 461,269,972
Return/(loss) per share 2.02p 17.29p 19.31p (3.98)p 13.65p 9.67p (7.02)p 5.57p (1.45)p
There are no dilutive shares in issue in any period.
10. Net asset value (NAV) per share
30 November 2025 30 November 2024 31 May 2025
Net assets attributable in £'000 2,265,114 2,315,680 2,223,040
Ordinary shares in issue 434,913,813 461,625,319 447,784,724
NAV per share 520.82p 501.64p 496.45p
11. Reconciliation of return before financing costs and taxation to net cash
flow from operating activities
Six months to Six months to Year to
30 November 2025 30 November 2024 31 May 2025
£'000 £'000 £'000
Return before finance costs and taxation 95,074 56,965 15,359
Tax paid/deducted (153) (1,854) (2,284)
Gains on investments (102,404) (61,629) (11,344)
Currency losses/(gains) on cash and borrowings 3,647 1,104 (8,975)
Increase/(decrease) in creditors 59 (203) (94)
Increase in other debtors (7) (71) (35)
Gains/(reductions) on financial liabilities 241 (2,774) (5,261)
at fair value through profit or loss - ALN
Expenses and taxation associated with ALN (236) (267) (488)
Net cash outflow from operating activities (3,779) (8,729) (13,122)
Reconciliation of net cash flow to movement in net debt
Six months to Six months to Year to
30 November 2025 30 November 2024 31 May 2025
£'000 £'000 £'000
(Decrease)/increase in cash (623) 1,133 2,932
Net cash inflow from loans (15,317) (31,126) (21,603)
Change in net debt resulting from cash flows (15,940) (29,993) (18,671)
Foreign exchange movements (3,684) (1,132) 8,965
Movement in net debt (19,624) (31,125) (9,706)
Net debt at start of period/year (188,927) (179,221) (179,221)
Net debt at end of period/year (208,551) (210,346) (188,927)
Analysis in changes in net cash/(debt) Foreign exchange 30 November
1 June 2025 Cashflows movements 2025
£'000 £'000 £'000 £'000
Cash and cash equivalents 25,417 (623) 104 24,898
Debt due after more than one year
- Bank loan (103,093) (15,317) (1,844) (120,254)
- Private placement (111,251) - (1,944) (113,195)
loan notes
Net debt (188,927) (15,940) (3,684) (208,551)
12. Fair Value Hierarchy
Investments in private equity funds comprise "Primaries", "Fund Secondaries",
"Co-investments" and "Manager-led secondaries" (refer to Glossary of Terms in
the Full Half Year Report) and are held by the Company, together with the fair
value of the Company's investments in Pantheon International Holdings LP ("PIH
LP"), which itself holds a basket of investments held at fair value. The fair
value of PIH LP is based on its latest Net Asset Value. The Company has fully
adopted sections 11 and 12 of FRS 102. All investments are classified upon
initial recognition as held at fair value through profit or loss (described in
these Financial Statements as investments held at fair value) and are measured
at subsequent reporting dates at fair value. The Company's business is
investing in financial assets with a view to profiting from their total return
in the form of interest, dividends or increases in fair value.
(i) Unquoted fixed asset investments are stated at the estimated fair value
Given the nature of the Company's investments which comprise predominantly
unlisted fund investments, while the Company operates a robust and consistent
valuation process, there is significant estimation uncertainty in the
underlying fund valuations which are estimated at a point in time.
The valuations of the Company's investments are primarily based upon the
valuation information provided by underlying third-party private equity
managers ("General Partners" or "GPs"). The GPs perform periodic valuations of
the underlying investments in their funds, typically using earnings multiple
or discounted cash flow methodologies to determine enterprise value in line
with IPEV Guidelines. In the absence of contrary information these net asset
valuations received from GPs are deemed to be appropriate by Pantheon, for the
purposes of the determination of the fair values of the unquoted investments.
Pantheon considers the GPs to be best placed to perform the valuations, as:
- GPs have an intimate knowledge of the company's business and the fundamental
business environment it operates in;
- GPs have a more comprehensive understanding of the company's financials;
- GPs are more knowledgeable about the market environment in which
transactions of comparable companies take place, and
- GPs are mandated to exit concurrently with co-investors and so Pantheon's
economic interest in an investment as a co-investor is aligned with that of
the GP.
A robust assessment is performed by Pantheon to determine the capability and
track record of the GPs. All GPs are scrutinised by Pantheon's investment
committee, so both the investment and the GP are individually approved before
an investment is made. As part of this process, Pantheon ensures that:
- Underlying fund vehicles report under recognised accounting standards and
are compliant with those standards, fair value principles are followed and
they are audited annually; and
- Where accounting standards followed do not require fair value reporting, a
detailed review of financial information provided is conducted. Adjustments
are made by Pantheon, where necessary, to bring these valuations in line with
fair value.
Pantheon may adjust GPs' valuations on occasions or under certain
circumstances, providing fair value can be reliably estimated and can be
supported by material evidence and sufficient supporting documentation. The
most common reason for adjustments to the value provided by a GP is to take
account of events occurring between the date of the GP's valuation and the
reporting date, for example, subsequent cash flows or notification of an
agreed sale. On more rare occasions, Pantheon may apply valuation adjustments
under the following circumstances, including, but not limited to:
- GPs' valuations are not prepared in accordance with the valuation standards;
- Pantheon's view on provisions to account for potential claims or investment
performance is not accounted for in the third-party private equity managers'
reported values;
- Significant post-balance sheet events that meet the criteria for adjustment
under FRS 102/104 are not accounted for in the reported values; and
- At year end, if a significant time has elapsed since the last reported NAV
date, Pantheon may apply adjustments to reflect market movements on a
risk-based and materiality-based approach.
In certain instances, a GP valuation may not be available. In such cases,
Pantheon engages a qualified and independent valuation expert. This may
include instances where the GP valuations are not prepared in accordance with
valuations standards, or audited financial statements are not available. The
scope of the engagement is determined on a case-by-case basis and, dependent
on the investment, could include an independent valuation report from a
valuation provider engaged by the Investment Manager.
Pantheon then analyses the independent valuation report against supplementary
reporting provided by the GP's, Pantheons investment team and industry
valuation benchmarks to determine the reasonableness of the valuation and that
it is appropriate to the investment and performance thereof before presenting
it for approval to Pantheon's valuation Committee for PIN.
(ii) Quoted investments are valued at the bid price on the relevant stock
exchange
Private equity funds may contain a proportion of quoted shares from time to
time; for example, where the underlying company investments have been taken
public but the holdings have not yet been sold. The quoted market holdings at
the date of the latest fund accounts are reviewed and adjusted to the
published prices of those holdings at the period end.
All investments are initially recognised and subsequently measured at fair
value. Changes in fair value are recognised in the Income Statement.
(iii) Fair value hierarchy
The fair value hierarchy consists of the following three levels:
· Level 1 - The unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the measurement
date. The Level 1 holdings include publicly listed holdings held directly by
the Company from in specie distributions received from underlying investments,
but do not include listed holdings held indirectly through the Company's
underlying private equity managers which are classified under Level 3
holdings;
· Level 2 - Inputs other than quoted prices included within Level 1
that are observable (i.e. developed using market data) for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
· Level 3 - Inputs are unobservable (i.e., for which market data is
unavailable) for the asset or liability
In accordance with FRS 104, the Company must disclose the fair value hierarchy
of financial instruments, as noted below.
Financial assets at fair value through profit or loss at 30 November 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Unlisted holdings - - 2,493,235 2,493,235
Listed holdings 1,851 - - 1,851
Total 1,851 - 2,493,235 2,495,086
Financial liabilities at fair value through profit or loss at 30 November 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Asset Linked Note - - 20,907 20,907
Total - - 20,907 20,907
Investments in Level 3 assets are in respect of private equity fund
investments comprising Primaries, Fund secondaries, Co-investments and
Manager-led secondaries. These are held at fair value and are calculated using
valuations provided by the underlying manager of the investment, with
adjustments made to the statements to take account of cash flow events
occurring after the date of the manager's valuation, such as realisations or
liquidity adjustments. Underlying managers will use a number of valuation
methodologies to determine the fair value and exercise their judgement in
applying the most appropriate technique, which may include comparable private
company transactions, earnings multiples, industry valuation benchmarks,
discounting cash flows and net assets.
When Pantheon cannot rely on the valuations reporting by the underlying
manager, Pantheon will directly engage a third-party valuation agent to
perform valuations. The fair value of these investments at 30 November 2025
was £177.8m; 30 November 2024: £6.3m; 31 May 2025: £79.8m). This
represented 7.1% of the investments at fair value at 30 November 2025, 0.2% ,
30 November 2024 and 3.3% 31 May 2025.
Financial assets at fair value through profit or loss at 30 November 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Unlisted holdings - - 2,551,834 2,551,834
Listed holdings 2,752 - - 2,752
Total 2,752 - 2,551,834 2,554,586
Financial liabilities at fair value through profit or loss at 30 November 2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Bank loan 115,670 - - 115,670
Asset Linked Note - - 26,929 26,929
Total 115,670 - 26,929 142,599
Financial assets at fair value through profit or loss at 31 May 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Unlisted holdings - - 2,435,159 2,435,159
Listed holdings 2,135 - - 2,135
Total 2,135 - 2,435,159 2,437,294
Financial liabilities at fair value through profit or loss at 31 May 2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Bank loan 103,093 - - 103,093
Asset Linked Note - - 22,366 22,366
Total 103,093 - 22,366 125,459
13. Subsidiaries
The Company has three wholly owned subsidiaries, to provide security for
future financial lending arrangements.
Pantheon International Holdings LP ("PIH LP") was incorporated on 29 March
2021 with a registered address in the State of Delaware (National Registered
Agents, Inc., 209 Orange Street, Wilmington, Delaware, 19801), and is wholly
owned by the Company.
The Company holds an investment in PIH LP, which itself holds a basket of
investments, rather than carrying out business on the Company's behalf.
Investments held within PIH LP are based on the fair value of the investments
held in those entities.
On 31 December 2021, the Company transferred several investments, at a fair
value of £627.1m, to PIH LP in order to provide security for the
multi-currency facility. On 1 October 2022, the Company transferred one
further investment, at a fair value of £3.1m.
The General Partner for PIH LP is Pantheon International Holdings GP ("PIH
GP") Limited. Incorporated on 17 March 2021 with a registered address c/o
Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands, PIH GP is wholly owned by the Company.
The General Partner and the Limited Partner formed an exempted limited
partnership named Pantheon International Holdings GP LP, incorporated on 17
March 2021 with a registered address c/o Maples Corporate Services Limited, PO
Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The Company
holds an investment in PIH GP LP.
Any investments made by the Company into PIH LP generally invest at 99%
directly into PIH LP, with the remaining 1% investing into PIH GP LP. PIH GP
LP will then, in turn, wholly invest those funds into PIH LP, so no funds
remain in PIH GP LP.
In accordance with FRS 102, the Company is exempted from the requirement to
prepare consolidated Financial Statements on the grounds that its subsidiary
PIH LP is held exclusively, with a view to a subsequent resale as it is
considered part of an investment portfolio and PIH GP LP and PIH GP are not
material. Therefore, the Company has no requirement to prepare consolidated
accounts, and therefore the subsidiaries noted above are held as investments
recognised at fair value through profit or loss.
14. Post balance sheet event
On 19 February 2026 the Company announced a reduced management fee
arrangement. Currently, the Manager is entitled to a monthly management fee
calculated at an annual rate as the sum of (i) 1.5% on the value of investment
assets up to £150m, (ii) 1% on the value of investment assets in excess of
£150m, (iii) 0.5% on the aggregate amount of undrawn commitments. At the year
ended 31 May 2025, investment assets were £2,437m. From 1 June 2026, the
monthly management fee will be calculated at a flat annual rate of 1% of the
Company's net asset value ("NAV") and there will be no fee payable on undrawn
commitments. The NAV as at 31 May 2025 was £2,223m. The performance fee
element of the existing management fee arrangement remains unchanged.
NATIONAL STORAGE MECHANISM
A copy of the Half-Yearly Financial Report will be submitted shortly to the
National Storage Mechanism ("NSM") and will be available for inspection at the
NSM, which is situated at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Ends
LEI: 2138001B3CE5S5PEE928
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