Result of over-subscribed Initial Public Offering

11 November 2021

LEI: 213800CKJXQX64XMRK69

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. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENT IN ANY JURISDICTION.  PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

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.

PANTHEON INFRASTRUCTURE PLC

Result of over-subscribed Initial Public Offering

Pantheon Infrastructure PLC ("PINT" or the "Company") is pleased to announce that it has successfully raised gross proceeds of £400 million, through its Placing, Offer for Subscription and Intermediaries Offer (together the "Issue") of Ordinary Shares at an issue price of 100 pence per Ordinary Share. Subscription Shares will be issued to IPO investors subscribing for Ordinary Shares on the basis of one Subscription Share for every five Ordinary Shares subscribed.

The Company received applications substantially exceeding both the target of £300 million and the £400 million maximum size of the Issue. Accordingly, a scaling-back exercise has been undertaken.

PINT will target attractive risk-adjusted total returns comprising capital growth and a progressive dividend through making equity and equity-related investments in private infrastructure assets alongside other leading private asset investment managers and institutional investors. The net proceeds of the Issue will be invested in accordance with the Company's investment policy.

Investec Bank plc acted as Sole Sponsor, Financial Adviser, and Bookrunner to the Company.

Vagn Sørensen, Chairman of the Company, said: 

"The importance of investing in sustainable new infrastructure has never been more apparent and we are delighted with the depth of interest that PINT has received. We thank investors for their support and look forward to updating you on the deployment of the IPO proceeds."   

Richard Sem, Partner, Pantheon Ventures, said:

"Private capital has an important role in adapting and creating the infrastructure that we require for a sustainable future, and I'm delighted that PINT has enabled public market investors to access these opportunities. Through our network, the Pantheon platform benefits from favourable access to a high volume of quality assets, with downside protected cash flows, strong ESG credentials, and positive exposure to secular changes in society."

Application for Admission

Application has been made for 400,000,000 Ordinary Shares and 80,000,000 Subscription Shares to be admitted to the premium segment of the Official List of the FCA (in respect of the Ordinary Shares) and the standard segment of the Official List of the FCA (in respect of the Subscription Shares) and to trading on the main market of the London Stock Exchange. It is expected that Initial Admission will become effective and that dealings will commence in the Ordinary Shares and Subscription Shares at 8.00 a.m. on 16 November 2021.

Capitalised terms shall have the same meaning attributed to them in the Company's prospectus dated 13 October 2021 unless otherwise defined in this announcement.

For further information please contact:  

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.

Investec Bank plc ("Investec Bank") is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Europe Limited (trading as Investec Europe, Investec Europe and together with Investec Bank, "Investec") is regulated in Ireland by the Central Bank of Ireland. Each of the Investment Manager and Investec is acting exclusively for the Company in connection with the matters described in this announcement and neither the Investment Manager nor Investec is acting for or advising any other person, or treating any other person as their respective client, in relation thereto and neither the Investment Manager nor Investec will be responsible for providing the regulatory protection afforded to their respective clients or advice to any other person in relation to the matters contained herein. This does not exclude any responsibilities or liabilities of Investec under the Financial Services and Markets Act 2000 (FSMA) or the regulatory regime established thereunder.

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 issue of Ordinary Shares and of Subscription Shares to investors subscribing for Ordinary Shares (the "Issue"), and 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.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Manager and Investec expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019), the Prospectus Regulation Rules of the Financial Conduct Authority, the UK version of Regulation (EU) No 596/2014 of the European Parliament and of the Council on 16 April 2014 on market abuse which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) or other applicable laws, regulations or rules.

None of the Company, the Investment Manager, Investec, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, Investec, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.