Final Exercise of Subscription Rights

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

Final Exercise of Subscription Rights

and

Total Voting Rights

2 September 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 24,117,160 Subscription Shares on 31 August 2022 (the "Final Exercise Date"), 24,117,160 Subscription Shares have conditionally converted into 24,117,160 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").

Final Subscription Trustee

In addition, the Company has been informed by the Final Subscription Trustee, appointed pursuant to the Articles as described in paragraph 8.8 of Part 9 of the prospectus published by the Company on 13 October 2021 (the "Prospectus"), that it is exercising the Subscription Rights attaching to the 6,184,628 outstanding Subscription Shares on the same terms. The Final Subscription Trustee has sold the additional New Ordinary Shares arising on conversion of the outstanding Subscription Shares for the benefit of the Subscription Shareholders who have not exercised their Subscription Rights.

Subscription Shareholders on whose behalf the Trustee has exercised the outstanding Subscription Rights, and is selling the resulting New Ordinary Shares arising on conversion of the Subscription Shares, will receive the net proceeds of such sale after deduction of the Subscription Price and all costs and expenses. Net proceeds should be received by no later than 16 September 2022 provided that aggregate entitlements per holder of under £5.00 shall be retained for the benefit of the Company.

Application for Admission

Application has therefore been made for the Admission of, in aggregate, 30,301,788 New Ordinary Shares arising on conversion of the Subscription Shares.  It is expected that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 9 September 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 480,000,000 Ordinary Shares each carrying one vote per share.

Shareholders should use 480,000,000 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.

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

This final exercise of Subscription Rights marks the conversion of all 80 million Subscription Shares issued at IPO, raising gross proceeds of £80.8 million.

Richard Sem, Partner at Pantheon Ventures, PINT's investment manager, said: "We're delighted with the strong demand we've seen among investors to exercise their Subscription Share rights. An investment in PINT offers exposure to a high-quality mix of yielding and growth assets with strong downside protection, which is particularly attractive in the current environment, and the strong uptake of PINT's Subscription Shares demonstrates the continued confidence in and appeal of the strategy."

LEI 213800CKJXQX64XMRK69

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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 US$87.8 billion in assets under management and advice (as at 31 March 2022) and employs over 415 staff, including more than 120 investment professionals across offices in London, San Francisco, New York, Chicago, Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin.  Further details can be found at www.pantheon.com