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

Exercise of Subscription Rights

and

Total Voting Rights

5 July 2022

Pantheon Infrastructure PLC ("PINT" or the "Company"), the listed global infrastructure fund, announces that following the exercise of Subscription Rights and payment of the Subscription Price (being 101 pence per Ordinary Share) in respect of 36,509,658 Subscription Shares on 30 June 2022, 36,509,658 Subscription Shares have conditionally converted into 36,509,658 Ordinary Shares (the "New Ordinary Shares").  The conversion has occurred conditional upon admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the Main Market of London Stock Exchange plc ("Admission").      

All Directors of the Company exercised their Subscription Rights at the Subscription Price and are included in the figures above. Conditional upon Admission, the Directors will hold the following shares in the Company:

Application has been made for Admission, which is expected to occur at 8:00 a.m. on 13 July 2022. Following Admission, the New Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue.

Total Voting Rights

On Admission, the Company's issued share capital will comprise 436,509,658 Ordinary Shares each carrying one vote per share and 43,490,342 outstanding Subscription Shares.

Shareholders should use 436,509,658 as the denominator for the calculations by which they should determine whether or not they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Further Subscription Share Exercise Opportunities

There remain two further opportunities for Subscription Shareholders to exercise their Subscription Rights, including the Final Subscription Date of 31 August 2022. The Subscription Price per Ordinary Share payable on the exercise of the Subscription Rights is 101 pence.  The timetable of relevant dates for the exercise of any remaining Subscription Shares is detailed below:

*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).

Copies of the Supplementary Subscription Notice (for use by (a) any holder of Subscription Shares with a registered address in the UK who is holding Subscription Shares on behalf of a person whose registered address is not in the UK; and (b) any holder of Subscription Shares whose registered address is not in the UK) are available for download from the Company's website.

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 $84.6. billion in assets under management and advice (as at 31 December 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.