Subscription Share Exercise Opportunity

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

PANTHEON INFRASTRUCTURE PLC

Subscription Share Exercise Opportunity

20 June 2022

Pantheon Infrastructure PLC ("PINT" or the "Company"), the listed global infrastructure fund, reminds holders of Subscription Shares of the timetable for their exercise into new Ordinary Shares. The Subscription Price per Ordinary Share payable on the exercise of the Subscription Rights is 101 pence. The Final Subscription Date is 31 August 2022.

*Any change to the proposed admission dates will be notified by the Company via a Regulatory Information Service.

Further details on the Subscription Shares and the process for subscription can be found in the Company's prospectus dated 13 October 2021 (the "Prospectus"), available on the Company's website (www.pantheoninfrastructure.com).

Each holder of Subscription Shares with a registered address in the UK (a "UK Subscription Shareholder") will be deemed, by exercising his/her/its Subscription Rights, to have represented, warranted, agreed and acknowledged as follows:

1.    Unless he/she/it is a Permitted US Person, he/she/it is not a US Person, is not located within the United States and the Ordinary Shares arising upon exercise of the Subscription Rights will not be held for the account or benefit of a US Person.

2.    Unless he/she/it is a Permitted US Person, he/she/it is accepting and/or acquiring the Ordinary Shares arising upon exercise of the Subscription Rights in an offshore transaction meeting the requirements of Regulation S.

3.    He/she/it is not accepting and/or acquiring the Ordinary Shares issued upon exercise of the Subscription Rights with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of such Ordinary Shares arising upon exercise of the Subscription Rights into or within the United States.

4.    He/she/it is aware that the Subscription Shares, the Subscription Rights and the Ordinary Shares arising upon exercise of the Subscription Rights have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons, absent registration or an exemption from registration under the US Securities Act.

5.    He/she/it is aware that the Company has not been registered under the US Investment Company Act and that the Company has put in place restrictions for transactions in the Shares, to ensure that the Company is not and will not be required to register under the US Investment Company Act.

6.    Except as otherwise expressly agreed with the Company, no portion of the assets used by such investor to purchase, and no portion of the assets used by such investor to hold, the Subscription Shares and the Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1976, as amended ("ERISA") (whether or not subject to the provisions of Title I of ERISA, but excluding plans maintained outside the US that are described in Section 4(b)(4) of ERISA); (ii) a plan, individual retirement account or other arrangement that is described in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), whether or not such plan, account or arrangement is subject to Section 4975 of the US Tax Code; (iii) an insurance company using general account assets, if such general account assets are deemed to include assets of any of the foregoing types of plans, accounts or arrangements for purposes of Title I of ERISA or Section 4975 of the US Tax Code; or (iv) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code.

7.    If in the future he/she/it decides to offer, sell, transfer, assign or otherwise dispose of the Subscription Shares or the Ordinary Shares, he/she/it will do so only under circumstances which will not require the Company to register under the US Investment Company Act and, in particular, he/she/it will offer, sell, transfer, assign or otherwise dispose of such Subscription Shares or Ordinary Shares only in an offshore transaction to a person not known to be a US Person or to the Company or an affiliate of the Company.

8.    He/she/it is not accepting and/or acquiring any Subscription Shares, Subscription Rights or Ordinary Shares arising upon exercise of the Subscription Rights from within any Restricted Territory and his/her/its acceptance of such Subscription Shares, Subscription Rights and Ordinary Shares will not result in the contravention of any applicable legal requirement in any jurisdiction.

For the purposes of the representations, warranties, agreements and acknowledgements above:

"Permitted US Person" means a person that has provided a US Investor Letter to the Company and has represented and warranted to the Company (to the satisfaction of the Company at its sole discretion) that it is both a QIB and a Qualified Purchaser and has undertaken to comply with certain transfer restrictions in relation to the Subscription Shares and Ordinary Shares as required by the Company;

"QIB" means a qualified institutional buyer, as defined under Rule 144A under the US Securities Act;

"Qualified Purchaser" means a qualified purchaser, as defined in section 2(a)(51) of the US Investment Company Act;

"Regulation S" means Regulation S, as promulgated under the US Securities Act;

"Restricted Territory" means each of Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States and any EEA Member State (with the exception of the Republic of Ireland and the Netherlands from such time as the Company is registered for national private placement therein) and any jurisdiction in which the issue of Subscription Shares might result in the contravention of any regulation or other legal requirement of such jurisdiction;

"US Investor Letter" means a letter to be executed by any participant in the Initial Issue or the Share Issuance Programme who is a US Person; and

"US Person" has the meaning given in Rule 902 of Regulation S under the US Securities Act.

Any UK Subscription Shareholder who wishes to exercise his/her/its Subscription Rights but is unable or unwilling to give the representations, warranties, agreements and acknowledgements above (including, for the avoidance of doubt, any UK Subscription Shareholder who is a US Person or is acting on behalf of a US Person) should not exercise his/her/its Subscription Rights and should contact the Company Secretary at [email protected].

The following holders of Subscription Shares are required to complete and return to the Company Secretary a separate Supplementary Subscription Notice containing the representations and warranties above in order to exercise their Subscription Rights:

(a)  any UK Subscription Shareholder who is holding Subscription Shares on behalf of a person who is not a UK Subscription Shareholder; and

(b)  any holder of Subscription Shares who is not a UK Subscription Shareholder.

Copies of the Supplementary Subscription Notice are available for download from the Company's website.

Any purported exercise of Subscription Rights that does not comply with the requirements set out above will be rejected by the Company.

Shareholder queries should be directed to Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Capitalised terms used in this announcement and not otherwise defined herein shall have the same meaning attributed to them in the Prospectus.

LEI 213800CKJXQX64XMRK69

For further information, contact: 

Notes to editors

PINT

PINT is a closed-ended investment company and an approved UK Investment Trust, listed on the Premium Segment of the London Stock Exchange's Main Market.  The independent Board of Directors of PINT have appointed Pantheon, one of the leading private markets investment managers globally, as investment manager. PINT aims to provide exposure to a global, diversified portfolio of high-quality infrastructure assets through building a portfolio of direct co-investments in infrastructure assets with strong defensive characteristics, typically benefitting from contracted cash flows, inflation protection and conservative leverage profiles.

Pantheon

Pantheon is a leading global private equity, infrastructure & real assets, private debt and real estate investor with 40 years' experience sourcing and executing private market investment opportunities on behalf of clients. Pantheon has $81.2 billion in assets under management and advice (as at 30 September 2021) and employs approximately 400 staff, including more than 115 investment professionals across offices in London, San Francisco, New York, Chicago, Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin.

DISCLAIMER

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase Shares in the Company.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States.  Outside the United States, the Shares may be sold to persons who are not "US Persons", as defined in and pursuant to Regulation S under the US Securities Act ("US Persons"). Any sale of Shares in the United States or to US Persons may only be made to persons reasonably believed to be "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the US Securities Act, that are also "qualified purchasers" ("Qualified Purchasers"), as defined in the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). The Company has not been and will not be registered under the US Investment Company Act and investors are not and will not be entitled to the benefits of the US Investment Company Act. 

In addition, the Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, New Zealand, the Republic of South Africa or Japan. Subject to certain exceptions, the Shares may not be offered or sold in, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states in which the Company is registered with the national private placement regime) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states in which the Company is registered with the national private placement regime). The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.