REG - Pantheon Intl PLC - Update on Corporate Strategy Programme

Pantheon InternationalAnnouncement

17/09/2025 07:05

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RNS Number : 5950Z  Pantheon International PLC  17 September 2025

17 September 2025

 

For immediate release

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Pantheon International Plc

("PIN" or the "Company")

 

Update on Corporate Strategy Programme

 

Ahead of PIN's Capital Markets Afternoon, which is taking place today, the
Company is providing an update on Step Three of its ongoing corporate strategy
programme. Step Three builds on the first two steps that the Board has already
undertaken on behalf of shareholders. These have included a significant share
buyback programme, to take advantage of the compelling value on offer to
shareholders and to refresh the share register; the reshaping of PIN's debt
financing, thereby strengthening the balance sheet; the introduction of a
structured capital allocation policy; and the enhancement of the high quality
Board through the appointment of three new Non-Executive Directors who are
private equity veterans.

 

In line with the strategic programme set out in October 2022, the Board
embarked on Step Three with a comprehensive market review and internal
capability assessment to develop a strategy aimed at widening demand for PIN's
shares and ultimately narrow the discount. This strategic plan is largely
complete and will be finalised by the end of the year. Leveraging our Board's
proactive management style and extremely strong PE experience, we plan to
implement changes which can enhance our investment strategy and performance
through (i) active portfolio management, (ii) holistic management and
allocation of capital, and (iii) proactively broadening our reach to new
investors as well as going beyond stewardship for our existing ones.

 

Refocusing our investment strategy

 

We have observed that although private equity returns can vary dramatically
through cycles, over the long term it continues to outperform the public
markets. In our experience, and our analysis, these fluctuations can be
mitigated by investing on a relatively consistent basis over time. Our
analysis has shown that by adopting a more consistent deployment approach than
has already been the case, PIN could further improve its long-term NAV
performance and reduce volatility. To achieve this, the Board is committed to
moving towards a model where we more consistently invest capital through the
cycle into new investments and capital calls and actively manage the impact
that this approach may have on the balance sheet. 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 also fundamental to achieving this objective of improving returns through
cycles.

 

A holistic capital allocation approach

 

Following the completion of the £200m buyback programme during the financial
year ended 31 May 2024, the Company's Capital Allocation Policy ("CAP") was
introduced from 1 June 2024. While this provided a useful framework, the Board
has continually used its discretion and allocated more capital to share
buybacks than would have been required under the formula of the CAP. During
the financial year ended 31 May 2025, £53.5m 1  has been invested in share
buybacks and in the current financial year, the Board has allocated a further
£30m to share buybacks of which £21.9m has been invested as at 16 September
2025.

In the Board's view, share buybacks remain an important tool for shareholder
value creation and the Board recognises that a formula that is applied each
financial quarter, and subsequently overridden although it has been in
shareholders' interests to do so, may be too restrictive. Therefore, to
introduce greater flexibility, the existing CAP framework is being enhanced
and 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%.

 

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
at 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. The Board has a restricted appetite for increased use
of overall leverage and will proactively manage the size of the Company's
revolving credit facility to ensure alignment with its capital allocation
objectives. Gearing will become 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.

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 timing is right to do so.

The expected outcome of our holistic capital allocation 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.

 

Broadening our reach through marketing and communications

 

It remains the Board's view that stimulating demand for PIN's shares is
fundamental to narrowing the discount. Following an extensive research and
segmentation exercise to understand the potential sources of interest in PIN's
shares, we have identified that PIN could be attractive for additional
investor groups, in particular the adviser community and retail investors such
as high net worth individuals. We have already launched a series of
advertising campaigns to target these groups and the results of those
campaigns have provided valuable insights, which we will use to further
develop our marketing programme. In addition, a new website will be launched
in October along with a refreshed brand and messaging. Planning of further
marketing initiatives and investor engagement is underway for the remainder of
2025 and beyond.

 

John Singer CBE, Chair of PIN, commented: "Over the past several months, the
Board has been working closely with our Manager, Pantheon, on Step Three of
our corporate strategy which aims to increase demand for PIN's shares and
narrow the discount at which they trade. The strategy leverages our key
strengths of Board proactivity and exceptional Board level PE experience. We
have developed an integrated corporate plan that will guide the underlying
investment, gearing and marketing strategies for the Trust. We are now ready
to implement a number of tactical changes which we believe, when taken
together, will further strengthen the company balance sheet and improve PIN's
long-term NAV performance. We look forward to providing more information on
our ongoing programme at the end of the year but we believe that these
actions, coupled with our initiatives to grow PIN's profile and attract new
shareholders, reflect the Board's continuing focus and commitment to listening
to our shareholders, and putting them and their interests first."

 

This announcement contains inside information.

 

Ends

 

LEI: 2138001B3CE5S5PEE928

 

For more information please visit PIN's website at www.piplc.com or contact:

 

Pantheon

Helen Steers MBE / Charlotte Morris / Vicki Bradley

Tel: +44 20 3356 1800

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NOTES

 

PIN

PIN is a listed FTSE 250 private equity investment trust, overseen by
an independent Board of Directors and managed by Pantheon, one of the leading
private equity investment managers globally. PIN offers investors a liquid,
differentiated entry point to the excellent growth potential of global private
equity, with access to the primary, secondary and co-investment opportunities
of some of the best managers in the world. The Company has a track record of
NAV outperformance over the long term and manages risk strategically through
diversification and rigorous selection based on Pantheon's extensive
experience and international platform, and robust investment due diligence and
decision-making processes.

 

Pantheon

PIN is managed and advised by Pantheon, a specialist global private markets
investor. Pantheon has been at the forefront of private markets investing for
more than 40 years, earning a reputation for providing innovative solutions
covering the full lifecycle of investments, across private equity, real assets
and private credit. The firm has partnered with more than 740 clients, with
approximately $75.7bn in discretionary assets under management (as at 31 March
2025).

 

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.

John Singer CBE

Chair, Pantheon International Plc

Broadwalk House, Southernhay West, Exeter, Devon EX1 1TS

 1  Includes £3.5m of share repurchases that relate to the unused portfolio
of the £200m FY 24 share buyback programme that was carried over to FY25.

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