Putting
shareholders
first
Pantheon International Plc
Annual Report and Accounts 2025
Chair’s Statement and Overview
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Progress
built on trust
Crucial health
insights supported
by unique technology
Hybrid education
solutions to meet
growing demand
04
4237
Our Investment Model
Portfolio of private
companies alongside
leading managers
13
PIN
Pantheon
A global portfolio of high quality private companies in resilient sectors
Manager’s Review
Well-positioned
forgrowth
31
Our Strategy
A cohesive and holistic
strategy to address
shareholders’ needs
09
1
Corporate strategy
2
Investment strategy
3
Financing strategy
Full contents
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Contents
Financials
Income Statement 81
Statement of Changes in Equity 82
Balance Sheet 83
Cash Flow Statement 84
Notes to the Financial Statements 85
Supporting Analysis (unaudited)
Investment Activity 110
Net Portfolio Cash Flow 112
Exit Activity 114
Largest 50 Companies 115
Largest 50 Managers 117
Other Information (unaudited)
Investment Policy 120
AIFMD Disclosures 121
Alternative Performance Measures 123
Glossary of Terms 127
Directors and Advisers 129
Strategic Report
About PIN 02
About Pantheon 03
Chair’s Statement and Overview 04
Our Strategy 09
Our Investment Model 13
Historical NAV Performance 15
Key Performance Indicators 16
Risk Management and Principal Risks 19
Director’s Duties and Stakeholder Engagement 24
Viability Statement 29
Manager’s Review
Manager’s Review 31
Executive Management Team 43
Governance
Board of Directors 46
Directors’ Report 49
Statement on Corporate Governance 55
Audit Committee Report 64
Directors’ Remuneration Report 68
Directors’ Responsibility Statement 71
Independent Auditor’s Report 72
Retail investors advised by independent financial advisers
The Company currently conducts its affairs so that its shares can be
recommended by independent financial advisers to retail private
investors in accordance with the Financial Conduct Authority (“FCA”)
rules in relation to non-mainstream investment products.
The shares are excluded from the FCA’s restrictions which apply to
non-mainstream investment products because they are shares in a
UK-listed investment trust.
Hello PIN
Historically we have referred to Pantheon
International Plc as “PIP” in our
communications and publications. The ticker
code on the London Stock Exchange for
Pantheon International Plc is“PIN” and this is
how the Company is most commonly referred
to in its shortened form by investors, analysts
and journalists. Aspart of our efforts to simplify
the messaging for Pantheon International,
weare adopting “PIN” instead of “PIP” and we
are delighted to launch a new logo to support
this. “PIN” is used throughout this report and
wewill be implementing this in our other
communications for PIN over time.
Sign up for
updates on the PIN
website here:
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
About PIN
Making the private, public
A share in Pantheon International Plc (“PIN” or “the Company”) provides access to a
high-quality diversified portfolio of private equity-backed companies around the world
that would otherwise beinaccessible to most investors. Shares in PIN can be bought
andsoldasthey would inanyother publicly listed company.
1 Ongoing charges are calculated based on the AIC definition. Including financing costs, PIN’s total ongoing charges would be 2.22%.
See page 126 of the Alternative Performance Measures section for calculations and disclosures.
Q U O T E D D A T A
I N V E S T O R S ’
C H O I C E
A W A R D S
2024
WINNER: BEST BOARD
PANTHEON INTERNATIONAL
Shareholders
Invest via London Stock
Exchange (“LSE”)
PantheonPIN
OVERSEES
PIN Board
APPOINTS
MANAGES
As at 31 May 2025
Awards
PIN is a FTSE 250 investment trust, which invests in private equity
(“PE”) assets, and it is actively managed by Pantheon, one of
theleading private markets investment managers globally.
PIN is overseen by an independent Boardof Directors who have a
diverse range of skills, expertise and backgrounds, including significant
private equity experience.
£1.3bn
Market capitalisation
+10.3%
Annualised share price
return since 1987
-9.2%
Share price change in
the period
+11.6%
Annualised NAV per share
return since 1987 (net of fees)
+1.2%
NAV per share growth in
the period
+5.9%
Valuation gains in the year,
excluding foreign exchange
effects
496.5p
Net asset value
per share
1.35%
1
Association of Investment
Companies (“AIC”) ongoing
charges
£2.2bn
Net asset value (“NAV”)
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
About Pantheon
Managed by a leading,
global private equity investor
Pantheon’s long-term private equity experience and deep industry connections, coupled
withaconviction-driven, thematic investment approach thatcombines sector expertise and
operational know-how, enables access to a wide range of resilient and growing direct company
4
investments andhard-to-reach funds to drive long-term value creation for shareholders.
1 As at 31 December 2024.
2 As at 31 March 2025.
3 A location from which executives of the Pantheon Group perform client service activities but does not imply an office.
4 Direct investments refer to co-investments and manager-led secondary investments, held through fund vehicles that are managed by third-party private equity managers.
5 United Nations Principles for Responsible Investment.
15 years of UN PRI
5
membership, one of the first
private equity signatories
Invested in a better future
A member of:
LGBT+ NETWORK
GAIN
Girls Are INvestors
$71bn
1
Discretionary assets
under management
>660
1
Advisory board seats
>10,800
1
Private equity managers in
Pantheon’s database
13
Locations around the world
131
2
Investment professionals
~730
1
Institutional investors globally
SAN
FRANCISCO
27
HONG
KONG
3
2
NEW YORK
73
BOGOTÁ
5
TOKYO
7
SEOUL
8
CHICAGO
6
LONDON
342
people
DUBLIN
14
TEL AVIV
3
1
SINGAPORE
12
GENEVA
3
1
BERLIN
1
Pantheon (“the Manager”)
provides PIN with access to its
global private equity platform.
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, from
primary fund commitments to co-investments
andsecondary purchases. Leveraging
Pantheon’sglobal platform, PIN is able to build
aglobal portfolioof resilient and growing private
companies throughdirect co-investments,
manager-led secondary deals and primary
investments in access-constrained funds.
Active industry participant
Pantheon International Plc Annual Report and Accounts 2025
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Chair’s Statement and Overview
For most of us, this year has been one of volatility and unpredictability, with
the need for constant change to meet the new requirements of stakeholders.
We have made good progress on many of our initiatives,
though the share price and performance during the year
have been subdued. We have several reflections from this
year which we have factored into developing our strategy
and plans.
Our underlying mission at PIN is clear and enduring:
to offer an ever-widening set of investors access to a
global, diversified portfolio of private companies capable
of delivering long-term growth and market-beating returns.
We take advantage of our Manager’s long-standing and
deep relationships with leading fund managers (General
Partners, known as GPs) in pursuit of this mission.
Webelieve that the investment trust structure is a strong
enabler in democratizing private equity, making this
sectoravailable for all.
When I took over as Chair three years ago, I was keen
tounderstand our investors better and through many
meetings and engagements have received valuable
feedback. Many investors felt that the sector was not
putting them first and was not extolling in clear language
the benefits of investing in private equity through
investment trusts. The issue of discounts to net asset
values (NAVs) was foremost in their minds.
It was against this backdrop that we crafted our Three
Step Plan.
Steps One and Two have been based on our strong belief
that investment trust boards must evolve beyond pure
stewardship (governance, administration and monitoring)
to take on strong, proactive, supervisory roles, developing
corporate, investment and leverage strategies for
execution by the Manager.
We also embarked on a journey to broaden our reach and
build our brand while continuing to strengthen the board
through timely succession and recruitment, especially in
the area of private equity skills and experience.
This year, I would like to report on progress on Step Three,
targeted at the discount problem, with a view to confirming
our refined strategy.
As a reminder, in Steps One and Two we reshaped
PIN’s capital structure and we carried out a buyback
programme, including a £200m reverse tender offer.
We also reshaped PIN’s debt financing, resulting in a
strengthened balance sheet and a better spread of
lenders. Finally, as an element of Step Two, we added
to our highly skilled board three very experienced
professionals with deep and relevant knowledge of
private equity; Tony Morgan, Candida Morley and
Tim Farazmand, all of whom joined in January 2025.
Their extensive private equity backgrounds with their
CVs are set out in pages 47 to 48 of this report.
Progress
built on trust
John Singer CBE
Chairman
Offer an ever-widening set of
investors access toa portfolio
of private companies capable
of delivering long-term
growth and market-beating
results.
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Chair’s Statement and Overview
As planned in 2022, these steps were necessary before
tackling the Step Three objective of reducing the discount
through increasing demand for PIN shares.
I would like to share below the direction of travel and
some of the decisions that are being implemented.
I will also refer to the results for PIN for the year ending
31 May 2025 and focus on how changes in the world
around us have demanded even more activity from the
board. The Manager has set out the detailed results on
pages 31 to 42 of this report.
1. Enhancing our investment strategy
andperformance
Focus of our investments
We fundamentally believe that private equity remains an
attractive asset class. With the exception of a couple of
recent years, over the last few decades global returns from
private equity demonstrate higher annualised net returns
than the public-equity indices. It is the GPs in the first two
quartiles who significantly outperform those public indices
over the long run. Within these, one needs to invest in
leading managers that know how to add value to portfolio
companies through actively improving their operations,
rather than just relying on passive multiple arbitrage and
high borrowing.
Therefore private equity performs best when you invest
in and alongside those consistent market-beating
performers. This year’s analysis has shown that 72% of
PIN’s GPs are first or second quartile or are still early in
their investment period. We will work towards increasing
that proportion further. We will continue to apply our
Board’s strong private equity (“PE”) experience to focus
even more tightly on our competitive advantage of
Pantheon’s close relationships with top performing GPs,
investing in their funds and alongside them in selected
direct investments.
PIN’s portfolio mix, with 46% of fund investments and
54% of direct investments, is similar to last year. This ratio
will be constantly monitored, reviewed and changed as
needed – not just based on returns, which are similar for
primaries and co-investments, but to take advantage
oftheir respective strengths: portfolio company
diversification, in the case of fund investments, and
closerinvolvement in asset selection and lower fees in
thecase of direct investments.
Active portfolio management
While focusing on our core strength for new investments,
we have also examined our portfolio management
approach to enhance overall performance. We will be
periodically rebalancing the portfolio, regularly reviewing it
to see whether there are parts which could be sold, with
the proceeds reinvested to enhance shareholder returns.
Investing through investment cycles
A concern for many of our investors – and indeed for
ourselves – is the danger that market cyclicality can
create. At the top of the cycle, when distribution rates are
high, it is tempting to invest when prices are often at their
highest. We have therefore been examining methodologies
to smooth out investment pacing to ensure greater
consistency of vintage diversification without becoming
totally formulaic. We will be able to share the findings
fromour analysis and discussions later this year.
2. Management of capital
Dynamic Capital Management
Capital allocation policy has been discussed in many
of my meetings with shareholders and others in the sector.
While views vary dramatically, we are working towards
finalising a policy which meets the objectives of
as many investors and potential investors as possible.
Our endeavour is to make this policy consistent with
ouroverall objectives for PIN. We will implement a more
dynamic approach to capital management, considering
all the sources and uses of capital available to PIN rather
than purely a choice between buybacks versus new
investments, which is often used to define “capital
allocation”.
Buyback policy
We reconsidered the possibility of dividends, and at this
stage, we do not feel that we should be changing our policy
on this. This is also based on the preference of most of our
investors. However, share buybacks remain a priority,
especially when our discount is wide, and will be part of
theintegrated and comprehensive approach to capital
management. It is for that reason that we decided to
override the Step Two formula for buyback allocations,
and increase buybacks with a £50m programme.
In view of the continued discount, we have recently
announced a further £30m for buybacks for the period
from 31st May to mid-September 2025.
3. Proactive broadening of our reach and
building the brand
Explaining the benefits of our investment trust structure
We have carried out considerable research into the
various avenues available in private equity, including
alternative vehicles, their investor qualification
requirements and other characteristics. Our conclusion
is that the new alternative vehicles will not suit everybody,
and most have been established in recent years. Listed
investment trust vehicles have been in existence in one
form or another for more than 150 years, have distinct
features, and have demonstrated resilience and
adaptability through numerous cycles. This is one reason
why the listed investment trust remains a compelling
vehicle for broadening the reach of PIN to new investors.
We will continue
to apply our
Board’s strong
PEexperience to
focus even more
tightly on our
competitive
advantage
ofPantheon’s
close relationships
with top
performing GPs.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Most importantly, the investment trust is the only structure
that is truly available to all, with the price of a share
beingthe very low minimum investment. There are no
qualification criteria, and investors can easily buy shares
through low-cost online trading platforms. Also, an
investment trust offers the huge benefit of an independent
Board, able to make independent decisions and challenge
the Manager. Finally, the investment trust model also
offers daily liquidity to the buyer and the seller, avoiding
investors’ savings being trapped.
PIN provides a proven structure that has performed
through numerous market cycles and therefore our focus
is on explaining these benefits for the long-term investor
who is looking for outstanding capital gains returns
overtime.
Inclusion and simplicity
In our experience, the complexity of private equity
has often led to a distrust of the sector and company
valuations, along with a view that it provides a lack of
openness and transparency. Given our culture and
values at PIN, we need to do more to overcome this
distrust to increase demand for our shares. Simplification
of our message is a core goal for PIN. We hope that
you see this simplification start to happen through our
communications, including this annual report, with the
new length, format and content. This is representative of
how we will approach investor communications.
Laying the groundwork of our marketing strategy
We believe that marketing is key to extending our reach
to a wider set of investors as part of our democratisation
drive to increase demand for PIN shares. We have been
working with our marketing agency to ensure we have the
tools and materials in place to allow us to execute more
effective marketing and communication as soon as the
overall plan falls into place over the rest of this year.
This will continue to involve substantial testing and
learning in areas such as our addressable investor
audience and effective communication to them, as well
as the ability to execute in agile ways. We will be launching
an improved website in time for our AGM in October.
4. Governance and continuing proactivity
Costs are another area where active engagement by
theboard is essential. Cost disclosure, to the detriment
ofthe UK’s important investment trust sector, remains
anunresolved issue and presents barriers to wider
shareholder participation. We believe the importance and
urgency of this issue needs to be focused on by external
decision makers and we are engaging in this industry
debate. We continue to focus on our own costs, and
importantly on the service quality to cost ratios. Clearly,
Manager fees are a key component of overall costs, and
therefore form an important part of our review work which
we will be completing during this calendar year. Pantheon
fully understands this issue, and the importance of both
the absolute fee level as well as the alignment of its
incentives with creating shareholder value.
One of the benefits of the investment trust structure is the
oversight provided by the independent Board. This is why
we have put such an emphasis in the last three years on
our highly supervisory function over so many areas and
activities of PIN – without forgetting that it is the Manager
who executes the strategies which the Board approves.
Over the last two years, our board’s stewardship and
contribution were recognized with two Best Board of the
Year Awards for investment trusts. We further improved
the quality and relevance of the Board this year by adding
the three new non-executive directors referred to earlier.
Later this year, we will sadly be losing John Burgess as
aboard member, as he reaches the recommended
maximum length of Board service. John has been a
passionate believer in our aims and has been a very useful
“out of the box” strategic thinker. My personal thanks and
those of the whole boardto him.
The other departure and recipient of huge gratitude from
all of us on the Board is that of Helen Steers at the end of
this year as co-Head of our PIN executive team. I have
known and admired Helen for decades at Pantheon and
inher previous positions. And I know those feelings are
shared not only by my Board members, but by fund
managers and investors alike who all admire her
experience, expertise, openness, patience and genuine
caring. Helen has also handled the transition to her
co-Manager Charlotte Morris very successfully indeed
sothat she can take up where Helen leaves off. Charlotte
has in turn already demonstrated the strength of her
capabilities to lead our Manager team in defining and
achieving PIN’s aims. Thank you so much, Helen, from
allof us at PIN.
Talking of succession, I am also reaching the
recommended tenure limit of nine years on the
Board,even if only three of them have been as Chair.
Nogoodbyes yet, as I will be continuing until the end of
thecalendar year to ensure anorderly transition to my
successor, if approved by shareholders. The board has
elected a truly experienced and perfect successor as
Chair in the form of Tony Morgan to take over from me
when I step down. I will be introducing Tony to a number
ofour investors, and can reassure you all that he is a great
believer in what we are doing, and definitely the right
person to lead the PIN board.
Marketing is key
to extending our
reach to a wider
set of investors
aspart of our
democratisation
drive to increase
demand for
PINshares.
Chair’s Statement and Overview
Pantheon International Plc Annual Report and Accounts 2025
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5. Results for PIN year ending 31 May 2025
As usual, I am leaving it to the Manager to cover these
indetail in their report starting on page 31. However,
Iwould like to make some observations to help explain
PIN’s direction and actions described above. One can see
very clearly the importance of being able to manage – and
even take advantage of – cycles in explaining various
aspects of private equity (as well as other investment
markets), and their impact on performance. Looking back
over the past five years, it is clear now that private equity
hit a frothy peak at the beginning of the 2020s, followed by
a very powerful combination of macro and micro downward
cycles, persistent inflation, high interest rates and tighter
credit conditions. This seismic shift in market conditions
sorts out the proactive from the passive, not just for
investment trust boards, but especially for GPs who are
now having to hold their companies and maintain their
growth for much longer periods – an average of over
sixyears last year in the US and Europe. This is a further
reason for us to invest in profit- and growth-focused,
market-leading GPs.
Therefore our results for last year are muted, but with
some interesting positive trends in the business. The net
asset value (NAV) of PIN’s portfolio, being the result of
portfolio valuation gains plus investment income plus the
impact of share buybacks, grew by 8.3% over the year,
but was then halved by a foreign exchange loss of 4.8%.
Admittedly this was disappointing compared to the historic
returns we have generated, and indicates the need for
some of the smoothing techniques that have been
described above.
That is why it is crucial to improve sustainable long-term
investment performance proactively, together with
enhancing marketing and communications. One can take
some encouragement from the fact that the total portfolio
The net asset value
of PIN’s portfolio,
being the result of
portfolio valuation
gains plus
investment income
plus the impact of
share buybacks,
grew by 8.3% over
the year, but was
then halved by a
foreign exchange
loss of4.8%.
NAV per share progression
May 2024
May 2025
Valuation
gains
1,2
Investment
income
1
FX
impact
1
Share
buybacks
Expenses
and taxes
1,3
490.5p
28.7p
4.3p
(4.8%)
7.6p
(11.3p)
496.5p
+5.9% +0.9%
(23.3p)
+1.5% (2.3%)
+1.2%
NAV per share and share price performance
600p
100p
0p
200p
May 2025
300p
400p
May 2021
May 2022 May 2023
21%
35%
41%
34%
FINANCIAL PERIOD END
May 2024
40%
500p
NAV per share
Ordinary share price
Discount
1 Figures are stated net of movements
associated with the Asset Linked Note
(“ALN”) share of the reference portfolio.
2 Valuation movement includes the
mark-to-market fair value adjustment
of4.8% of PIN’s portfolio, which is for
listed company holdings.
3 Includes operating expenses, financing
costs and withholding taxes on
investment distributions.
Chair’s Statement and Overview
Pantheon International Plc Annual Report and Accounts 2025
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investment returns as defined on page 17 have been
recovering over the last three years, at 3.5%, 4.9% and
6.2% respectively. Given the impact of past lower M&A
activity on distributions, it is very encouraging that funds
generated by portfolio cashflows of £131m were more
than three times that of the previous year.
Continuing our focus on leading GPs and investing
alongside them, the selection of these depends heavily
onthe GPs’ ability to maintain growth through cycles.
Thisenables them to capture capital gains and an uplift at
the exit on prior valuations. In our Step Three work to get
closer to the data, and as part of our performance review
and monitoring processes, we havebeen building a
picture of portfolio data using the companies we are
closest to ourselves – the direct investments, which make
up 54% of our portfolio. It is encouraging that we have
seen good growth – 16%
1
in underlying profits this year
–inour portfolio of co-investments and manager-led
secondaries. The uplift experience of last year, on page 35
of the Manager’s Review, also builds our confidence in the
selection of our GPs, who have the experience, expertise
and resources to maintain growth in their companies even
during today’s long holding periods.
On the cash management side, we continue to take a
prudent approach to our borrowing. This reflects the
expectations of our investors, who will be pleased to see
that we have managed to continue our programme of new
investments and buybacks while keeping net debt as a
percentage of PIN’s NAV on 31st May 2025 at 8.7% –
only a slight increase on the 2024 year-end figure of 8.1%.
At year end, we were using £103m of the £400m revolving
credit facility, and we still had £111m of private placement
loan notes outstanding. Our net debt to NAV ratio is lower
than the relevant peer group average of 12.9%
2
.
The discount on the publication date of this annual report
represents a slight narrowing to 33%
3
compared with 34%
as at 31st May 2024. While this is an improvement on the
mid-40s range when I took over as Chair at the end of
2022, it still doesn’t reflect the fundamental value of
theshares.This is precisely why the Board is focused on
delivering a set of actions in Step Three of our programme,
and hopefully we will see the results start to come through
significantly over the next year or two.
6. Conclusion
Markets continue to be challenged. However, PIN is a
seasoned investment trust and I believe investors should
benefit from a strong, global portfolio of diverse private
companies capable of delivering long-term growth and
market-beating returns.
Overall, it has been a productive year of extensive review,
resulting in changes in policies and tactics, some of which
have already been adopted, with further announcements
due around the Capital Markets Day in September, and
the end of the calendar year.
While the strategic plan is clearly work in progress, I am
summarizing seven action areas, focused on realising
market-beating returns:
1. Maintain our focus on offering an ever-widening set
ofinvestors access to a global, diversified portfolio of
private companies capable of delivering long-term
growth and market-beating returns.
2. Concentrate investment in the funds and
associated direct investments of top-performing
GPs, benefiting from the strong competitive advantage
PIN has from Pantheon relationships.
3. Implement enhanced performance strategies,
such as smoothing out investing cycles through
consistent vintage investing.
4. Implement an all-encompassing dynamic approach
to capital management, by considering all sources
and uses of capital through the cycle to improve
shareholder returns.
5. Simplify our communications, including explaining
PE complexities and investment trust benefits to
expand demand for PIN shares.
6. Complete the development of PIN’s marketing
tools and implement “test and learn” marketing
programmes in preparation for a much bigger
campaign later in the year.
7. Use the strong PE-experienced Board to continue
proactive supervision of the Manager, especially in
corporate strategies, broadening our reach,
governance and cost management.
It has been a great honour and pleasure for me to work
over the years with such a committed Board, and with
our Manager. In closing, let me reserve the biggest
heartfelt thank you to all of our shareholders. Thank you
for your continued support, for your candid and helpful
feedback, and for being part of what we are building
together. The path ahead is exciting. Our strategy is
clearer, our structure is stronger, and our commitment
–toputting shareholders first – remains at the heart of
everything we do.
John Singer CBE
Chair
30 July 2025
PIN is a seasoned
investment trust
and I believe
investors should
continue to
benefit from an
extremely strong,
global portfolio
ofdiverse private
companies capable
of delivering
long-term growth
and market-
beating returns.
1 Refer to Alternative Performance
Measures on page 125 for further
information on the methodology used
tocalculate Direct portfolio revenue
andEBITDA growth numbers.
The data represents a subset of direct
investments and may not be
representative of PIN’s overall portfolio.
2 Relevant peer group comprised: CT
Private Equity Trust, HarbourVest
Global Private Equity, ICG Enterprise
Trust and Patria Private Equity Trust.
Data as at 31 May 2025. The HVPE net
debt used in this calculation is based on
a full look-through basis and therefore
includes, publicly disclosed, debt at its
intermediate fund-level.
3 As at 29 July 2025.
Chair’s Statement and Overview
Pantheon International Plc Annual Report and Accounts 2025
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Our Strategy
A cohesive and
holistic strategy
to address
shareholders’ needs
We aim to generate market-beating returns by investing
ina global, diversified portfolio of private companies
alongside leading private equity managers.
As set out in the Chair’s Statement, the Board and the
Manager have conducted extensive research and analysis
as part of a thorough review ofstrategy to underpin Step Three
of the Company’s three-step programme.
In this Annual Report, there is information on the
refinements to strategy that aim over the medium term
toimprove NAV performance and address the discount
atwhich PIN’s shares currently trade in order to improve
overall shareholder experience.
On an ongoing basis, the Board and PIN’s Manager,
Pantheon, are in constant dialogue regarding PIN’s overall
strategy and the Company’s progress towards achieving
its strategic goals. This dialogue is informed by the
Manager’s assessment of any changes in market conditions,
for example in the mergers and acquisitions (“M&A”)
environment, and through stakeholder engagement,
including with shareholders and peers in the market.
Over the past few years, the macroeconomic environment
has been challenging, resulting in subdued performance
across the private equity market. The backdrop for private
equity is evolving and, as a result, the Board and the
Manager have assessed whether adjustments to corporate,
investment and financing strategy are appropriate to align
strategy with the market conditions expected over the
medium term.
PIN’s overall strategy aims to generate market-beating
returns over the long term by investing in a portfolio of
private companies alongside leading private equity
managers. Since the timing of market cycles is inherently
unknown, PIN will execute amore deliberate capital
management approach going forward, to mitigate the
procyclicality that can occur with closed-end investment
trusts.
The key elements of the capital management approach are:
1. More consistent deployment into new investments on
anannual basis;
2. Enhanced discipline around the uses of cash
generated by the portfolio;
3. Review of the capital allocation policy (which can be
foundhere) to ensure sufficient capital is dedicated
tobuybacks when the discount is wide and that
reinvesting in the portfolio is both compelling and
accretiveto NAV per share;
4. Periodic rebalancing of the portfolio through sales of
investments into the secondary market, according to
where we think future returns can be optimised; and
5. Evolved use of the capital structure to minimise
cashdrag while facilitating buybacks and consistent
deployment over time.
The following pages set out in more detail the investment
and financing strategies.
The Manager also reports regularly to the Board on PIN’s
marketing and investor relations activities, considering new
initiatives that could help to increase PIN’s profile. As set out
in the Chair’s Statement, an important part of Step Three’s
objective of increasing demand for PIN’s shares involves
targeted outreach to potential new investors. The Board and
the Manager have been developing marketing activities
over the past year and willcontinue toengage in initiatives
that aim to increase demand for PIN’sshares.
Culture and purpose
It is a requirement for all companies to set out their culture and purpose. TheCompany’s defined
purpose is relatively simple: it is to deliver our investment strategy led by a Board that promotes
stronggovernance and along-term investment approach that actively considers the interests of
allstakeholders.
The Directors agree that establishing and maintaining a healthy corporate culture within the Board
and in its interactions with the Manager, shareholders and other stakeholders will support the delivery
of itspurpose, values and strategy. The Board seeks to promote a culture of openness and integrity
through ongoing dialogueandengagement with its service providers, principally the Manager.
1
2
3
1
Corporate strategy
Balanced and cohesive strategy
2
Investment strategy
Flexibility over portfolio construction
and investment pacing
3
Financing strategy
More flexible and diverse structure
Corporate strategy
1
See the capital
allocation policy here:
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Our Strategy
We aim to back the leading private
equity managers globally.
The Company’s investment strategy is recommended to
the Board by the Manager, discussed at length and then
amended as necessary.
The investment policy can be found on page 120 in
theOther Information section. While the Company’s
agreed investment strategy, which is described in detail
below, sets the overall parameters of the investment
programme – for example the tilt towards selected
managers, small/mid buyouts and certain sectors –
theBoard will review individual investments that exceed
exposure limits, whichare set at appropriate levels to
reflect a diversified approach. At times, the Manager may
make recommendations to the Board and seek approval
forcertain investments that fall outside of any limits
expressed in the agreed strategic approach, but which
Pantheon believes to be a good investment opportunity
for PIN. The Board maintains its independence at all
timesand robustly challenges such recommendations to
ensure that they are in the best interests of shareholders.
The Board believes that there are several benefits to this
investment approach, risk is effectively managed through
diversification while the improved transparency of PIN’s
underlying portfolio should create a clearer link between
the strongest performing companies in the portfolio
andthe potential toboost NAV growth in the future.
Also,Pantheon can remain highly selective and
disciplined when assessing deal flow, while at the same
time reducing the risk of PINbeing excluded from exciting
opportunities due to investment constraints.
The Board believes that its oversight of the Manager’s
activities, while at the same time allowing Pantheon the
flexibility that it needs to make the appropriate investment
decisions on the Company’s behalf, ensures that PIN is
able to deliver on its strategic objectives for shareholders
over the long term.
Investment type
PIN’s investment strategy is anchored in backing the
leading private equity managers globally. Through
Pantheon’s relationships, PINis able to invest in primary,
secondary and co-investment opportunities, building a
portfolio of privatecompanies that are actively managed
by leadingprivate equity managers. PIN invests directly
inthe investment opportunities offered to it by Pantheon.
Primaries, secondaries and co-investments all have
attractive characteristics, as highlighted in the Investment
Model section on pages 13 to 14. PIN’s transparent and
direct investment approach gives it the flexibility to take
advantage of prevailing market conditions and to
maximise control over the Company’s financing risk,
including its ability to generate positive cash flows.
Investment strategy
2
Our investment process
Investment opportunities incompanies and
complementary funds are originated
viaPantheon’s extensive and
well-established platform
We invest with many of thebest private equity
managers globally, who are able to identify and
create value in their portfolio companies
Cash generated from the sale of those
companies is returned to PIN and redeployed
intonew investment opportunities,
includingshare buybacks, in accordance
withthecapital allocation policy
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Our Strategy
Each investment type has a different cash flow and
maturity profile – the Board and the Manager believe that
a mix of investment types is optimal to benefit from the
cash generated by the more mature assets in PIN’s
portfolio while rejuvenating the portfolio with the younger
vintages offered by primaries and co-investments.
With an increased weighting towards direct company
investments, we have seen the number of underlying
managers and portfolio companies to which the Company
is exposed reduce overtime. As we focus on the group
ofleading private equity managers that PIN works with
actively, weexpect this to reduce further. As a result, the
potential for the Company’s overall NAV to be driven by
the performance of individual assets should be increased
while maintaining the benefits of a portfolio that is well
diversified by vintage, type, stage, geography and sector.
Investment stage
Focus on mid-market buyout and growth
PIN’s portfolio is diversified by stage. While the
Company’sstrategy is to maintain a healthy mix of all
stages, Pantheon and PIN favour the buyout segments,
with a particular focus on small and mid-market
companies.
The small/mid-market buyout segment offers distinct
characteristics when compared with large deals, such as:
– More attractively priced assets that tend to have lower
levels of leverage than the broader market average;
– Greater visibility of the value drivers and the levers to
improve operational efficiency to better drive growth,
both organically and through buy-and-build strategies;
and
– More routes to exit, including strategic acquisitions,
sales to other private equity managers or an initial public
offering (“IPO”). In PIN’s case, it should be noted that
the majority of exits have consistently been to strategic
buyers and other private equity managers, with IPOs
and secondary share sales accounting for 7.2% of exit
proceeds on average over the last five years.
Venture accounts for a very small proportion of PIN’s
portfolio (5%) and any investment activity by PIN in
early-stage venture is focused on investing with top-tier
venture managers, mainly through primary fund
investments, whoare able toidentify innovative
opportunities with the potential to generate significant
outperformance.
Sector and geographic exposure
Global with a focus on high-growth and niche areas
The Board is committed to offering investors a global
portfolio with investments in North America, Europe
andAsia.
The weightings of those geographies may change in
response to market conditions but the Board supports
themajority of the Company’s capital being invested in
North America and Western Europe, where the private
equity markets arewell established. The Board relies on
Pantheon’s investment teams located around the world
that can takeadvantage of proprietary information flows
and access to opportunities through their extensive
networks of relationships.
It is Pantheon’s objective to identify and access leading
managers globally that are able to take a thematic
approach and focus on high-growth sectors, many of
which may not be fully represented by the public markets.
In addition, Pantheon has a deliberate strategy of targeting
sectors experiencing dislocation, as well as niches where
underlying growth is less correlated to GDP growth and
where they are benefiting from long-term trends. As a
result, thelargest two sectorsin PIN’s portfolio are
information technology andhealthcare.
Investment strategy
2
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Our Strategy
We aim to build a sustainable, diverse and flexible capital structure that can support PIN’s corporate and investment strategies.
Diversified sources of financing
PIN has access to traditional lenders in the form of a
£400m revolving credit facility (“credit facility”) as well
asinstitutional investors via US$150m of private
placement loan notes (“loan notes”).
As a result of this proactive approach, PIN has successfully
diversified its financing counterparties, expanded its
sources of liquidity and reduced refinancing risk.
Prudent gearing level
The measured use of leverage to reduce cash drag and
enhance NAV growth is central to PIN’s strategy. New
investments, calls on undrawn commitments and share
buybacks will be funded primarily by distributions and, where
appropriate, drawdowns from the credit facility.
As at 31 May 2025, PIN had £103m drawn down under
thecredit facility and £111m of sterling-equivalent loan
notes outstanding. Taken in conjunction with PIN’s net
available cash of £21m, this results in a conservative net
debt
1
to NAV ratio of 8.7% (31 May 2024: 8.1%).
Managing our financing cover
We manage PIN to ensurethat it has sufficient liquidity
tofinance itsundrawn commitments, which represent
capital committed to funds but yetto be drawn by the private
equity managers, as well as to take advantage ofnew
investment opportunities. A critical part of this exercise is
ensuring thatthe undrawn commitments donot become
excessive relative to PIN’s available financing. We achieve
this by managing PIN’s investment pacing as well as
constructing its portfolio to ensure the right balance of
exposure to primaries, secondaries and co-investments.
In October 2024, the credit facility was right sized to a
£400m equivalent commitment (from £500m), with the
flexibility to increase the facility size to £700m under the
Financing strategy
3
1 Net debt calculated as borrowings
(excluding the outstanding balance
ofthe ALN) less netavailable cash.
TheALN is not considered in the
calculation of gross borrowings or
theloan-to-value ratio, as defined in
PIN’scredit facility and loan notes
agreements. If the ALN is included,
netdebt to NAV was9.6% as at
31 May 2025.
2 The net available cash figure excludes
thecurrent portion payable under the
ALN, which amounted to £1.6m as at
31May 2025.
3 Excludes outstanding commitments
relating to fundsoutside their
investment period (>13 years old),
amounting to £42.3m as at 31 May
2025 (31 May 2024: £41.7m).
Revolving credit facility
Four-year tenor expiring October 2028
Rate of interest equal to 2.95% over the relevant benchmark rate
Multi-currency facility
Accordion and extension option, subject to lender consent
Private placement loan notes
Weighted average maturity of 6.9 years
6.49% blended coupon rate
£400m
$150m
Modest use of gearing
Loan notes Drawn credit facility
Net available cash
2
NAV
Net cash/(debt)
(£193m)
NAV
£2,223m
8.7% Net debt to NAV
Healthy coverage of undrawns
£554m
£650m
Liquid financial resources Undrawn commitments
Undrawn credit facility
Net available cash
2
10% of portfolio
Undrawn commitments
3
85% Undrawn coverage ratio
existing structure if so required. This ensures continued
liquidity coverage whilst appropriately managing costs
associated with the credit facility.
As at 31 May 2025, PIN had net available cash
2
balances
of £21m (31 May 2024: £16m). In addition, PIN has access
to a £400m credit facility. Using exchange rates as at
31May 2025, the credit facility amounted to a sterling
equivalent of £393m, ofwhich £289m remained undrawn
as at the yearend.
With £21m of net available cash and an undrawn credit
facility of £289m equivalent, PIN had £310m of available
financing
2
asat 31May 2025 (31May 2024: £414m)
which, along with 10% of the value of theprivate equity
portfolio, provides comfortable cover of85% (31 May
2024: 89%) relative to undrawn commitments for funds
within their investment periods.
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Our Investment Model
We have full
control over portfolio
construction
PIN has the opportunity to participate in all of the private equity
investments sourced for it by Pantheon.
This means that:
– We have control of investment strategy,
overseen by the fully independent Board.
– We have the flexibility to tilt the portfolio
towards where we see the best fit for our
long-term objectives.
– We can accept or decline deals without
being “tied in” to other Pantheon
fundstrategies.
– We can control PIN’s investment pacing
according to its financial resources at
thetime.
– We have the flexibility to vary the size
ofPIN’scommitments as appropriate
andinlinewith any adjustments to its
investmentstrategy.
– We avoid the additional costs thatcan
occur when investing viaintermediate
vehicles.
CompanyCompanyCompanyCompany
PIN and Pantheon
Pantheon is PIN’s investment manager
PIN
Pantheon
PIN invests in private equity funds
managed by many of the best private
equity managers globally
PIN invests alongside private equity
managers directly into companies via
co-investments and manager-led
secondaries
Company
1
Third-party
private
equity fund
Third-party
private equity
manager
1 Investment held via third party private equity manager co-investment vehicle.
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We invest in a company directly, alongside a private equity manager.
– Direct investment in individual
companiesthat have attractive growth
characteristics and have effectively passed
through two layers of scrutiny alongside
PIN’s leading private equity managers.
– This boosts the performance potential as an
individual company investment has been
selected by Pantheon, rather than it being
part of a fund, there are typically very low or
no fees, making it a cost-effective way of
capitalising on the high value added by PIN’s
selected managers.
– Co-investments are through invitation
onlyand are therefore not accessible to
mostinvestors.
We invest in a new private equity fund when it is established.
– We capture exposure to leading managers
aswell as to smaller niche funds that are
generally hard toaccess.
– We target leading managers predominantly
in the USA and Europe.
– Primaries invest capital into companies
overan investment period of typically five
years, providing steady deployment over
time and diversification by vintage year,
sector and geography.
Our Investment Model
46%
of PIN’s portfolio
54%
of PIN’s portfolio
Direct company
investments
1
We invest directly in a company, alongside a private equity manager, that the manager has
already owned for a period of time and therefore knows well.
– We partner with high-quality private equity
managers to acquire, as single transactions,
their most attractive portfolio companies via
a continuation fund. Typically fees are lower
than those on primaries.
– This provides an opportunity to invest in an
asset that the private equity manager
believes has potential for further growth,
when the fund in which it is held has limited
time or capital remaining to the end of its life.
Fund
investments
1 Direct investments refer to co-investments and manager-led secondary investments, held through fund vehicles that are managed by third-party private equity managers.
Co-investments Primaries
Manager-led secondaries
Fund secondaries involve the purchase of existing investor interests in private equity funds.
Rather than investing in companies directly, secondary fund investors acquire stakesin funds
that are already part way through their lifecycle, often with partially or fully deployed capital.
– Our fund secondaries are interests in
high-quality private equity funds, providing
liquidity to existing investors who seek an
early exit.
– These transactions offer enhanced visibility
into the underlying portfolio, as many of the
assets are already acquired or realised.
Fund secondaries
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Historical NAV Performance
PIN’s objective is to maximise capital
growth over the longterm.
PIN’s NAV grew by +5.9% in the 12 months to 31 May
2025, excluding the impact of foreign exchange
movements. Ongoing macroeconomic uncertainty
andthe resulting currency fluctuations havetempered
growth, resulting inoverall NAV performance that was
muted during theperiod.
In comparison, the performance of the MSCI World
indexwas skewed bya small number of companies
(theso-called “Magnificent Seven”)
2
in recent years.
Long-term NAV outperformance
Annualised performance as at 31 May 2025
1 yr 3 yrs 5 yrs 10 yrs
Since
inception
1
NAV per share
1.2% 3.2% 11.5% 12.2% 11.6%
Ordinary share price
-9.2% 0.1% 7.5% 8.7% 10.3%
FTSE All-Share Total Return
9.4% 8.2% 11.1% 6.1% 7. 6%
MSCI World Total Return (sterling)
7.8% 11.2% 12.7% 11.9% 8.6%
NAV per share relative performance
1 yr 3 yrs 5 yrs 10 yrs
Since
inception
1
Versus FTSE All-Share Total Return
-8.2% -5.0% +0.4% +6.1% +4.0%
Versus MSCI World Total Return (sterling)
-6.6% -8.0% -1.2% +0.3% +3.0%
Share price relative performance
1 yr 3 yrs 5 yrs 10 yrs
Since
inception
1
Versus FTSE All-Share Total Return -18.6% -8.1% -3.6% +2.6% +2.7%
Versus MSCI World Total Return (sterling) -1 7.0% -11.1% -5.2% -3.2% +1.7%
1 Inception in September 1987.
2 “Magnificent 7” stocks: Apple, Microsoft, Alphabet, Amazon, Nvidia,
Meta Platforms and Tesla.
PIN NAV PIN ordinary share price MSCI World Total Return (sterling) FTSE All-Share Total Return
1988
1990
1992
1994
1996
1998
2000
2002
2004
2006
2008
2010
2012
2014
2016
2018
2020
2025
2022
2024
7,000
5,000
2,000
1,000
0
3,000
6,000
4,000
Performance
(rebased tp 100)
Private equity is a long-term
assetclass and PIN’s NAV per
sharegrowth since inception
continues to outperform both of
itspublic benchmark indices.
+5.9%
Valuation gains in the year,
excluding foreign exchange effects
+11.6%
Annualised NAV per share
return since 1987 (net of fees)
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Key Performance Indicators
Valuation gains offset by foreign exchange
movements
NAV per
share growth
1
What this is
NAV per share reflects the attributable value of a shareholder’s holding
inPIN. The provision of consistent long-term NAV per share growth is
central toour strategy.
NAV per share growth in any period is shown net of foreign exchange
movements and all costs associated with running the Company.
The NAV reflects the robust application of Pantheon’s Valuation Policy
and is audited by the Company’s auditors as at 31 May 2025.
How PIN has performed
– NAV per share increased by 6.0p during the year to 496.5p
(31 May 2024: 490.5p). This was an increase of +1.2% compared
withthe priorfinancial year end.
– Valuation gains, investment income and share buybacks of +8.3%
were offset by foreign exchange movements of -4.8%
2
and fees and
expenses of -2.3%.
– While we remain cautious, the gradual recovery in valuations that is
shown by the profile of upwards and downwards valuation movements
shown in the chart on page 17 indicates a modest improvement.
Link to our strategic objectives
– Investing in high-performing private companies alongside and through
top-tier private equity managers globally, to maximise long-term
capitalgrowth.
– Containing costs and risks by constructing a well-diversified portfolio
ina cost-efficient manner.
Examples of related factors that we monitor
– Valuations provided by the underlying private equitymanagers.
– Fluctuations in currency exchange rates.
– Tax efficiency of investments.
During the year, the Company’s net asset value (NAV) per share increased by
+5.9% before foreign exchange (“FX”) effects, driven by valuation gains across
the portfolio. However, significant currency movements moderated this growth,
resulting in a more modest overall NAV per share increase of +1.2%.
Despite external pressures, the five-year total shareholder return was broadly
maintained. Portfolio return was muted but positive, reflecting the resilience of
the portfolio and disciplined capital management. Notably, netportfolio cash
flow was nearly 3.5 times greater than in the previous year, highlighting a
significant improvement in distributions.
The Company continues to actively manage its liquidity, maintaining ahigh level
of coverage for undrawn commitments. We believe that aprudent gearing
strategy can enhance long-term returns while preserving financial flexibility.
Total shareholder returns maintained
despiteheadwinds
Five-year
cumulative
total
shareholder
return
What this is
Total shareholder return constitutes the return to investors, after taking
into account share price movements (capital growth) and any share
buybacks during the period.
The Board’s strategy is to deliver returns for shareholders through
thegrowth in NAV and not through the payment of dividends.
How PIN has performed
– PIN’s ordinary shares had a closing price of 296.0p atthe year
end(31May 2024: 326.0p). The 9.2% decline in share price during
the year reflects ongoing macroeconomic and sector headwinds.
– Share price discounts to NAV have remained wide inthe listed
privateequity sector. The discount on PIN’s shares was 40% at
theyearend (31 May 2024: 34%). The median discount for listed
private equity peers
3
at the same date was 33% (31 May 2024: 34%).
At the time of publishing the discount to NAV had narrowed to 32%.
Link to our strategic objectives
– Maximise shareholder returns through long-term capital growth.
– Promote better market liquidity and narrow thediscount by building
demand for the Company’sshares.
Examples of related factors that we monitor
– Rate of NAV growth relative to listed markets.
– Trading volumes for the Company’s shares.
– Share price discount to NAV.
31 May 2023
31.0%
46.5%
43.3%
31 May 2024 31 May 2025
Five-year total shareholder return
31 May 2023
2.4%
6.1%
1.2%
31 May 2024 31 May 2025
NAV per share growth
1
2
1 Excludes valuation gains and/or cash flows associated with the Asset Linked
Note (“ALN”).
2 These figures are gross of fees and expenses, which had a negative impact
of -2.3%.
3 Peer group comprised: CT Private Equity Trust, HarbourVest Global Private
Equity, ICG Enterprise Trust and Patria Private Equity Trust.
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Key Performance Indicators
Modest recovery in valuations
Portfolio
investment
return
1
What this is
Portfolio investment return measures the total movement in the valuation
of the underlying companies and funds comprising PIN’s portfolio,
expressed as a percentage ofthe opening portfolio value, before
takingforeign exchange effects and other expenses intoaccount.
How PIN has performed
– Modest increase in underlying portfolio valuation against a backdrop
ofmarket volatility.
– PIN’s portfolio is actively managed and focuses onresilient,
high-growth sectors.
– PIN’s portfolio return for the year was mainly driven by the buyout
segment, which accounts for72% of the portfolio.
– The Portfolio investment return of £152m is classified as an Alternative
Performance Measure, which is detailed further on page 125. This
comprises the loss after taxation of £7m, adjusted for non portfolio
income, expenses and foreign exchange.
Link to our strategic objectives
– Maximise shareholder returns through long-term capital growth.
Examples of related factors that we monitor
– Performance relative to listed markets and listedprivate equity
peergroup.
– Valuations provided by the underlying private equitymanagers.
Significant increase in net cash flow
Net portfolio
cash flow
1
What this is
Net portfolio cash flow is equal to distributions less capital calls to finance
investments, and reflects the Company’s capacity to finance calls from
existing investment commitments.
PIN manages its maturity profile through a mix of primaries, secondaries
and co-investments to ensure that its portfolio remains cash-generative
at the same time as maximising thepotential for growth.
How PIN has performed
– PIN’s portfolio generated £291m in distributions for the year ended
31May 2025 (an increase from £193m in the prior year), against
£160m of calls (31 May 2024: £156m), resulting in a net cash flow of
£131m, which is 3.5 times the cash flow generated in the previous year.
– In addition, the Company made new commitments of £143m during
the year (year to 31 May 2024: £153m), £43m of which wasdrawn at
thetime of commitment (31 May 2024: £50m).
– As at 31 May 2025, PIN’s portfolio had a weighted average age of
5.6years
2
(31 May 2024: 5.2 years).
Link to our strategic objectives
– Maximise long-term capital growth through ongoing portfolio renewal
while controlling financing risk.
Examples of related factors that we monitor
– Relationship between outstanding commitments and NAV.
– Portfolio maturity and distribution rates by vintage.
– Commitment rate to new investment opportunities.
1 Excludes valuation gains and/or cash flows associated with theALN.
2 Excludes the portion of the reference portfolio attributable to the ALN.
31 May 2023
£67.8m
£36.9m
£130.8m
31 May 2024 31 May 2025
Annual net portfolio cash flows
Annual portfolio growth
31 May 2023
3.5%
4.9%
6.2%
31 May 2024 31 May 2025
3
4
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Key Performance Indicators
Measured use of gearing can enhance
futurereturns
Gearing
What this is
Gearing relates to how much debt is utilised in PIN’scapital structure
andis expressed as net debt (borrowings excluding the ALN less cash)
as a percentage of NAV.
The Board appreciates gearing is a differentiator of theinvestment
truststructures, and that a measured use of debt can eliminate cash
dragandenhance investment returns. PIN’s approach to gearing
remainsprudent.
How PIN has performed
– PIN’s net debt as a percentage of the Company’s NAV as at 31 May
2025 was 8.7% (31 May 2024: net debt to NAV ratiowas 8.1%).
– As at 31 May 2025, PIN had utilised £103m of its £400m revolving
credit facility, and had £111m ofprivate placement loan notes
outstanding.
– PIN’s net debt to NAV ratio is lower than the relevantpeer group
average of 12.9%
1
.
Link to our strategic objectives
– Adopting a more efficient use of balance sheet capitalto reduce
cashdrag and enhance NAV growth.
Examples of related factors that we monitor
– Utilisation level of the revolving credit facility.
– Anticipated distribution levels and impact on liquidityposition.
– Gearing relative to listed private equity peer group.
1 Relevant peer group comprised: CT Private Equity Trust, HarbourVest Global Private Equity, ICG Enterprise Trust and Patria Private Equity Trust. Data as at 31 May 2025. The HVPE net debt used in this calculation is based on a full look-through basis and therefore includes,
publiclydisclosed, debt at its intermediate fund-level.
2 Outstanding commitments relating to funds outside their investment period (>13 years old), amounting to £43m as at31 May 2025 (31 May 2024: £42m), were excluded from the calculation as there is a low likelihood ofthese being drawn.
Active liquidity management ensures healthy
coverage of undrawn commitments
Undrawn
coverage
ratio
2
What this is
The undrawn coverage ratio measures the ability to cover undrawn
commitments using available financing and 10% of private equity assets.
The undrawn coverage ratio is an indicator of the Company’s ability to
meet outstanding commitments, even in the event of a market downturn.
How PIN has performed
– The current undrawn coverage ratio reflects modest use of leverage and
the right sizing of the revolving credit facility from £500m to £400m.
– The optimisation of PIN’s balance sheet will enable the Company to
further enhance its performance, byallowing PIN to lean into attractive
opportunities across market cycles and by reducing cash drag.
– PIN’s undrawn coverage ratio is prudent as we expect outstanding
commitments to be drawn over a number of years as evidenced by
PIN’s 10-year average call rate (23% of opening undrawn commitments).
– An 85% undrawn coverage ratio is comfortable relative tothe 25%
minimum required under existing loan covenants.
Link to our strategic objectives
– Flexibility in portfolio construction, allowing the Manager to select
amix of secondaries, co-investments and primaries, andvary
investment pace, to achieve long-term capitalgrowth.
– The vintage diversification of unfunded commitments helps PIN
manage future capital calls.
Examples of related factors that we monitor
– Relative weighting of primary, secondary andco-investments in
theportfolio.
– Level of undrawn commitments relative to gross assets.
– Trend in distribution rates.
– Ability to access debt markets on favourable terms.
31 May 2023
98%
89%
85%
31 May 2024 31 May 2025
31 May 2023
2.6%
(8.1%)
(8.7%)
31 May 2024 31 May 2025
Gearing
5
6
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Risk Management and Framework
Identify, evaluate and mitigate
Risk approach and governance
PIN is exposed to a variety of risks and uncertainties
andthe Board is ultimately responsible forthe risk
management of the Company. It seeks to achieve
anappropriate balance between mitigating riskand
generating long-term sustainable risk-adjusted returns
forshareholders. Integrity, objectivity and accountability
are embedded in the Company’s approach to risk
management. The risk governance framework is
designed to identify, evaluate and mitigate the risks
deemed by the Board as being of significant relevance
tothe Company’s business model and to reflect its risk
profile and risk appetite. The Board exercises oversight
ofthe risk framework, through its Audit Committee, and
has undertaken a robustassessment and review ofthe
principal risks facing the Company, including thosethat
would threatenits business model, future performance,
solvency or liquidity.
Risk review process
The Company is reliant on the risk
management frameworks of the Manager
and other key service providers. Toevaluate
the principal risks and uncertainties facing the
Company, the Board, through delegation
tothe Audit Committee, reviews the risk
management matrix prepared by the
Manager. Within the risk management matrix,
the Board believes the principal risks and
uncertainties are those that could have a
material impact on the Company’s financial
condition or carry a significant operational
orreputational impact for the Company.
Therisk matrix is divided into several key
riskcategories andemerging areas ofrisks
are also identified. Underlying these risk
categories are specific, identifiable risks.
Eachidentifiable risk includes information
onan assessment of the degree of risk, the
controls exercised by the Board and those
exercised by the Manager and service
providers, and a review of any changes in
therisk assessment or status in the period.
PIN Board of Directors
PIN Audit Committee
Pantheon Risk Committee
Global Valuation
Committee
Operational
Risk Committee
Investment
Risk Committee
Conflict
Committee
Allocation
Committee
Material service providers
Risk management
procedure
Risk appetite
Monitoring and reporting
Risk identification
and assessment
Control and mitigation
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Risk Management and Framework
Risk appetite
The Board acknowledges and recognises that in the
normal course of business, the Company is exposed
torisk and it is willing to accept a certain level of risk in
managing the business to achieve its investment and
strategic objectives. The Board’s risk appetite framework
provides a basis for the ongoing monitoring of risks and
enables dialogue with respect to the Company’s current
and evolving risk profile, allowing strategic and financial
decisions to be made on an informed basis. The Board
considers several factors to determine its acceptance
Risk categorisation
The Audit Committee uses the following categorisation to describe risks that are identified
during the risk reviewprocess.
An emerging risk is one that
may in future be likely to have
a material impact on the
performance of the Company
and the achievement of our
long-term objectives, but that
is not yet considered to be a
key risk and is subject to
uncertainty as to nature,
impact and timing.
A key risk is considered
currently to pose the risk of
amaterial impact on the
Company. Risks may be
identified as emerging risks
and subsequently become
key risks. Identified key risks
may cease to be considered
key risks over time.
The Company’s principal
risks are individual risks,
oracombination of risks,
thatcould threaten the
Company’s business model,
future performance, solvency
or liquidity. Theseare
detailed further on pages 21
to 23.
Emerging risks Key risks Principal risks
foreach principal risk and categorises acceptance for
each risk as low, moderate or high. Where a risk is
approaching or is outside the tolerance set, the Board will
consider the appropriateness of actions being taken to
manage the risk. The Board has a lower tolerance for
financing risk, with the aim to ensure that even under a
stress scenario, the Company is likely to meet its funding
requirements and financial obligations. Similarly, the
Board has a low risk tolerance concerning operational
risks, including legal, tax and regulatory compliance and
business process and continuity risk.
Emerging risks
The Board has considered and kept under review
emerging risks.
Sustainability and climate change
Whilst there is risk that the Company or the Manager fails
to respond appropriately to the increasing global focus on
sustainability issues, which could damage the reputation
and standing of the Company and ultimately affect its
investment performance, the transition to a low-carbon
economy across the globe may also provide attractive
investment opportunities. Pantheon has a responsible
approach when making investments on behalf of PIN,
andadherence to sustainability principles has been an
integral part of Pantheon’s investment processes for
several years.
Artificial Intelligence (“AI”)
There is a risk that failure to successfully implement
market leading AI tools within Pantheon’s investment
process could impact investment rates and long-term
performance, and portfolio companies market position
could be challenged by competition from companies using
AI more effectively. Pantheon continues to evaluate
opportunities to use AI within its business model, and
assesses the potential risks and opportunities of AI as
partof its investment due diligence process.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Risk Management and Principal Risks
Type and description of risk Potential impact Risk mitigation Outcome for the year
Investment availability
andNAV performance
The Manager is responsible for selecting
the investments in the Company’s
portfolio, and theperformance of the
Company is closely linkedtothe
origination, selection and portfolio
management capabilities of both the
Manager andthe underlying third-party
managers. A lack ofsuitable investment
opportunities that align withthe
Company’s strategic objectives could
adversely impact investment
performance.
– NAV Performance that fails to keep pace with benchmark or
industry averages could result in a decline in the Company’s
share price and may contribute to a widening ofthe discount
toNAV. Thisrisk may be heightened by changes in the
Company’s risk profile arising from exposures to managers,
funds or companies that are materially different from its
intended investment strategy.
– Pantheon has a long track record of investing alongside
private equity managers who have experience of
navigating economic cycles. Diversification by
geography, stage, vintage and sector helps to mitigate
the effect of public market movements on the
Company’s investment performance.
– Pantheon has put in place a dedicated investment
management process designed to achieve the
intended investment strategy agreed with the Board.
– The Board regularly reviews investment and financial
reports produced by the Manager to monitor the
Manager’s investment processes and resultant
performance.
Rising during the year
– The macroeconomic and exit environment has been
challenging in the year, resulting in subdued performance
across the private equity market. PIN’s performance has
been resilient in the year with NAV per share increasing by
1.2%, which includes 1.5% attributable to £53.5m
1
invested
in share buybacks in the year. £143.3m was invested in new
investments during the year.
– PIN continues to adopt a diversified approach toportfolio
construction by vintage year, geography and stage, as well as
investing within concentration limits for individual managers,
funds andcompanies.
– In historical periods of significant public market volatility,
private equity market valuations have typically been
lessaffected than public equity market valuations.
Macroeconomic and
geopolitical risk
Macroeconomic factors such as inflation,
interest rates and equity market
performance can affect portfolio
investment returns. In addition,
geopolitical factors – including the
ongoingconflicts in Ukraine and the
Middle East – continue to contribute to
global economic uncertainty, which may
impact theCompany’s investments.
– General economic conditions can significantly influence
underlying fund and company valuations, exit opportunities
andthe availability of credit.
– Worsening economic environment can result in higher risk of
market volatility, price shocks or a substantial market correction.
– Additionally, evolving geopolitical risks – including ongoing
orescalating conflicts, supply chain disruptions, sanctions,
legislative changes and investment restrictions – have the
potential to affect global economies over the medium to long
term. These developments may influence energy prices,
interest rates and the performance of specific companies
withinthe Company’s portfolio, and may also disrupt
long-term investment planning andcapital allocation.
– As part of its investment due diligence process,
Pantheon assesses the approach of its underlying
managers to company illiquidity andmacroeconomic
factors as well as projected exit outcomes, taking
currency denominations into account. The assessment
of geopolitical risk is also embedded in the investment
process.
– The Board and Pantheon continuously monitor
geopolitical developments and societal issues relevant
toits business.
– The portfolio is diversified across multiple countries
andsectors toreduce the impact of market and
macroeconomic factors.
Rising during the year
– Increase in geopolitical risks and tariffs introduced by the
newUS administration have increased risks significantly.
High levels of interest rates and inflation throughout the world
hadstarted to ease but tariffs have resulted in increased
market volatility and increased risk of inflation.
– Resilient performance of the portfolio despite achallenging
macroeconomic environment. Underlying portfolio revenue
growth for PIN’s Direct portfolio was +11% and EBITDA
growth was +16% in the reporting period. For further
information onmethodology onthese calculations refer to the
Alternative Performance Measures (“APMs”) on page 125.
– PIN’s exposure to high-risk
2
countries is minimal.
PIN is exposed to a variety of risks and
uncertainties. The Board, through delegation
to the Audit Committee, has undertaken an
exercise to identify, assess and manage the
risk within theCompany.
The principal risks identified have been assessed basedon residual
likelihood and consequence. The disclosures in the risk report do not
encompass an exhaustive list of risks and uncertainties faced by the
Company. Instead, they serve as a concise summary of significant
keyrisks actively reviewed by the Board, theirmitigating controls and
developments in the year.
Asummary of the risk management and internal control processes
can be found in the Statement on Corporate Governance on pages55
to 63. An assessment of principal risks is below.
1 Includes £3.5m that was carried over from the previous financial year share buyback programme, excludes costs and stamp duty.
2 High risk countries include risky and very risky countries according to the Bloomberg country risk score and include Argentina, Brazil, Colombia, Kazakhstan, Mexico, Nigeria, Panama, the Philippines, South Africa, Turkey, and Vietnam.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Risk Management and Principal Risks
Type and description of risk Potential impact Risk mitigation Outcome for the year
FX asset risk
The portfolio is geographically diversified
and, as a result, a significant majority of
PIN’s investments are now denominated
in US dollars, euros and othernon-sterling
currencies.
– Exposure to market and currency
fluctuations, particularly unhedged foreign
exchange movements, may impact
investment returns.
– Pantheon monitors underlying foreign currency exposure and, together
withthe Board, reviews hedging strategies available to the Company.
Themulti-currency credit facility provides a natural hedge for currency
fluctuations. The Company does not currently hedge against foreign currency
fluctuations due to the difficulty of predicting the timing and quantum of
non-GBP cash flows.
Stable during the year
– While there was no material change in the Company’s
exposure to foreign exchange currency risk in the year,
foreign exchange had a negative impact on NAV
performance during the year.
Market discount for
listed private equity
trusts
Listed private equity trusts shares often
trade at discounts to their underlying
NAVs. Discounts can fluctuate leading to
volatile returns for investors.
– Market sentiment on the listed private
equity sector can affect the Company’s
share price andwiden the discount
relativeto NAV, causing shareholder
dissatisfaction.
– Regular review of the level of discount or premium relative to thesector.
– Consideration of ways in which share price performance may be enhanced
including the effectiveness of marketing and use of sharebuybacks.
– The Board regularly discusses the shareholder register with the Manager to
monitor buying/selling activity and to identify potential new investors.
– Pantheon and the Company’s brokers are in regular contact withexisting
shareholders and prospective newinvestors.
Rising during the year
– Private equity continues to outperform public markets over
the long term and has proved to be an attractive asset class
through various cycles.
– The Company invested £53.5m
1
in share buybacks during
thefinancial year to 31 May 2025.
– Discount rose to over 45% during the year due to recent
market volatility. Overall industry discount is high compared
to historic averages.
Vehicle financing and
liquidity management
Availability, level and cost of credit for the
Company. Insufficient liquid resources to
meet outstanding commitments to private
equity funds.
– The Company has outstanding
commitments that may be drawn
downatany time in excess of total
liquidityto private equity funds. Theability
to fund this difference is dependent on
receiving cash proceeds from investments
(thetiming of which is unpredictable)
andthe availability offinancing facilities.
Alack of vehicle financing could
potentiallyimpact performance and
liquidity, especially in the event of a
marketdownturn.
– PIN’s approach to liquidity and balance sheet management is underpinned
by a robust framework of oversight and discipline. The Company’s Articles of
Association and Investment Policy impose clear limits on the amount of
gearing permitted, and the principal covenants of the loan facility — including
loan-to-value and liquidity ratios — are reviewed periodically to ensure
ongoing compliance.
– The Board conducts regular reviews of the balance sheet and long-term cash
flow projections, including stress testing against downside scenarios such as
significant declines in NAV, adverse shifts in call and distribution rates, and
reduced market liquidity.
– PIN benefits from a mature, cash-generative portfolio and, if cash balances or
distributions prove insufficient to meet capital calls, theCompany has access
to a credit facility to provide additional flexibility. Pantheon actively manages
the portfolio to ensure that undrawn commitments remain at prudent levels
relative to portfolio assets and available financing, and the Board monitors
cash flow forecasts under a range of conditions to safeguard the Company’s
ability to meet its obligations.
Stable during the year
– Cash flow forecasts under normal and stress conditions
werereviewed with the Board. Downside scenario modelling
indicates that the Company has the available financing
inplace tomeet investment commitments, even in an
environment characterised by large NAV declines and
amaterial reduction in distribution activity.
– The Board currently does not expect net leverage to
exceed10% of NAV under normal market conditions.
TheCompany-level leverage was 8.7% asat the end
ofthefinancial year.
– The Company has access to US$150m of private placement
loan notes and a £400m equivalent credit facility.
– Together with PIN’s net available cash balances of £21m,
total available financing as at 31 May 2025 stood at £310m.
The ratio of total available financing plus the private equity
portfolio to outstanding commitments stood at 4.2x.
(Refer to APMs on page 124 for calculation.)
1 Includes £3.5m that was carried over from the previous financial year share buyback programme, excludes costs and stamp duty.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Type and description of risk Potential impact Risk mitigation Outcome for the year
Investment level
financing (look through)
1
Availability, level and cost of debt for
underlying funds and portfolio companies.
– Rising interest rates can impact the
profitability, cashflows and valuation of
underlying portfolio companies.
– A deterioration in credit availability can
potentially reduce investment activity.
– As part of its investment process, the Manager undertakes a detailed
assessment of the impact of debt at the underlying fund level and underlying
company level on the risk-return profile of a specific investment.
Stable during the year
– Debt multiples in PIN’s direct portfolio have remained stable
and in line with the broader Leveraged Buyout market.
Valuation risk
In valuing its investments in private equity
funds andunquoted companies and
publishing its NAV, theCompany relies
toa significant extent on the accuracy
offinancial and other information
providedbythird-party managers.
– Potential for inconsistency in the valuation
methods adopted by third-party managers
andfor valuations to bemisstated.
– The valuation of investments is based on periodically audited valuations that
are provided by the underlying private equity managers. Where appropriate
Pantheon appoints an independent third party to provide a valuation to
support these, for example where the investments are not audited.
– Pantheon carries out a formal valuation process involving monthly reviews
ofvaluations, the verification of audit reports and a review of any potential
adjustments required to ensure reasonable valuations in accordance with fair
market value principles under Generally Accepted Accounting Principles
(“GAAP”).
– Pantheon’s Global valuation Committee, which is independent of the
investment and investor relations teams, and comprised of senior team
members, has ultimate responsibility for approving valuations, ensuring that
there are robust governance, oversight and process frameworks in place,
guaranteeing compliance with standards and consistent application of policy.
This Committee reports to the Board on a semi-annual basis or when there are
any material matters arising.
– A member of the Audit Committee and EY observes Pantheon’s Sub
Valuation Committee for PIN on a semi-annual basis.
Stable during the year
– No material misstatements concerning the valuations
provided by underlying private equity managers and the
existing investments during the year.
– No changes in valuation policy in the year or changes to
applicable valuation standards.
Reliance on service
providers and
cybersecurity risk
The Company is dependent on third
parties for theprovision of services and
systems, especially those of the Manager,
the Administrator and the Depositary.
There is high dependency on effective
information technology systems to
supportkey business functions and the
safeguarding of sensitive information.
– Business disruption should the services of
Pantheon and other third-party suppliers
cease to be available to the Company.
– Afailure of the Manager to retain or recruit
appropriately qualified personnel may
have a material adverse effect on the
Company’s overall performance.
– Significant disruption to information
technology systems, including from a
potential cyber-attack, may result in
financial losses, the inability to perform
business-critical functions, loss or theft
ofconfidential data, regulatory censure,
legal liability and reputational damage.
– The Management Agreement is subject to a notice period of twoyears, giving
the Board adequate time to make alternative arrangements in the event that
the services of Pantheon cease tobe available.
– The Manager regularly updates the Board on team developments and
succession planning.
– Pantheon has a comprehensive set of policies, standardsand procedures
related to information technology and cybersecurity.
– Pantheon reviews all the service providers to ensure they have appropriate
procedures in place. Service providers provide copies ofcybersecurity
policies, systems, procedures and certificates and relevant insurance
documentation.
– The Board performs an ongoing review of the Manager’s and other service
providers’ performance in addition to a formal annual review.
Stable during the year
– Pantheon’s systems, processes and technologies havebeen
thoroughly tested and are fully operational.
– Pantheon has appointed a specialist who can provide the
service of identifying new fraudulent sites and facilitate the
subsequent takedown oncediscovered.
– The Board has approved the continuing appointment of
theManager and other service providers following an
assessment of their respective performances during theyear.
Risk Management and Principal Risks
1 Lookthrough relates to the underlying companies within the portfolio which are managed by third party private equity managers.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Director’s Duties and Stakeholder Engagement
The Directors’ overarching duty is to
act in good faith and in a way that is
most likely to promote the success of
the Company, as set out in Section
172 of the Companies Act 2006.
In doing so, the Directors must take into consideration
theinterests of the various stakeholders of the Company
and the impact the Company has on the community
andthe environment, take a long-term view on the
consequences of the decisions they make and aim to
maintain a reputation for high standards of business
conduct and fair treatment between the members of
theCompany.
To ensure that the Directors are aware of and understand
their duties, they are provided with pertinent information
when they first join the Board, and receive regular and
ongoing updates on relevant matters. They also have
continued access to the advice and services of the
Company Secretary and, when deemed necessary,
theDirectors can seek independent professional advice.
The Schedule of Matters Reserved for the Board,
aswellas the terms of reference of its Committees,
arereviewed on an annual basis and further describe
Directors’ responsibilities and obligations, including
anystatutoryand regulatory duties.
Our stakeholder engagement
Decision-making
The importance of stakeholder considerations, in
particular in the context of decision-making, is taken
intoaccount at every Board meeting. All discussions
involve careful consideration of the longer-term
consequences of any decisions and their implications
forstakeholders. Further information on the role of
theBoard in safeguarding stakeholder interests and
monitoring ongoing investment activity can be found
onpages 16 to 18 of the Strategic Report.
Stakeholders
The Board seeks to understand the needs and priorities of
the Company’s stakeholders so that these can be taken
into account during all its discussions and as part of its
decision-making. During the period under review, the
Board has reviewed which parties should be considered
as stakeholders of the Company and, as it is an externally
managed investment company and does not have any
employees or customers, its key stakeholders continue
tocomprise its shareholders, the Manager, general
partners (“GPs”)
1
, portfolio companies and service
providers. Thesection below discusses why these
stakeholders areconsidered of importance to the
Company, and the actions taken to ensure that their
interests are taken intoaccount.
Stakeholders
1 Refer to Glossary of Terms for definition.
Shareholders
The Manager
2
GPs and portfolio
companies
3
Service providers
4
The environment
& society
5
Regulators
7
Credit providers
& loan holders
6
PIN
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Director’s Duties and Stakeholder Engagement
Continued shareholder support and
engagement is critical to the Company
and the delivery of its long-term
strategy. Further details on what the
Company offers to its investors can
befound on pages 2 and 9 to 18 of
theStrategic Report.
Board engagement
The Board is committed to maintaining open channels
ofcommunication and to engage with shareholders in a
meaningful manner in order to gain an understanding of
their views and inform the strategic debate. These include:
AGM:
The Company welcomes and encourages attendance
and participation of shareholders at the Annual General
Meeting (“AGM”). Shareholders have the opportunity
tomeet the Directors and the Manager, Pantheon, and to
address questions to them directly. Pantheon attends
theAGM and gives a presentation on the Company’s
performance and the future outlook. The Company
valuesany feedback and questions that it may receive
from shareholders ahead of and during the AGM, and will
take action or make changes, as and when appropriate.
Publications:
The Annual Report and half-year results are made
available on the Company’s website (www.piplc.com) and
shareholders are notified when these are available. These
reports provide shareholders with a clear understanding of
the Company’s business model, strategy, portfolio and
financial position. This information is supplemented by
amonthly newsletter, which is available on the website,
andthe publication of which is announced via the
LondonStock Exchange. Feedback and/or questions
thatthe Company receives from shareholders help the
Company to evolve its reporting, aiming to render the
reports and updates transparent and understandable.
Shareholder meetings:
As the Company is an investment trust, shareholder
meetings often take the form of meeting with the Manager.
Shareholders are able to meet with Pantheon throughout
the year and the Manager provides information on the
Company. Feedback from meetings between the
Manager and shareholders is shared with the Board.
TheChair, the Senior Independent Director, the Chair
ofthe Audit Committee and other members of the
Boardare available to meet with shareholders to
understand their views on governance and the
Company’s performance should they wish to do so.
With assistance from the Manager, the Chair seeks
meetings with shareholders who might wish to meet with
him. A significant number of meetings have been held
withshareholders throughout the year to 31 May 2025
and the previous year, and an ongoing dialogue has been
established with a number of shareholders that has fed
into the development of the strategic plan.
Shareholder concerns:
In the event that shareholders wish to raise issues or
concerns with the Directors, they are welcome to do
soatany time by writing to the Chair at the registered
office. Other members of the Board are also available to
shareholders if they have concerns that have not been
addressed through the normal channels.
Investor relations updates:
At almost every Board meeting, the Directors receive
updates from the Company’s brokers on the share
trading activity and share price performance, as well
as an update from Pantheon’s Head of Investor
Relations& Communications for the Company on
specificshareholder feedback. Any pertinent feedback
istaken into account when the Directors discuss the
corporate and investment strategy. The willingness of the
shareholders to maintain their holdings over the long term
is another way for the Board to gauge how the Company
ismeeting its objectives.
Shareholders
The Board is
committed to
maintaining open
channels of
communication
and to engage
with shareholders
in a meaningful
manner in order
to gain an
understanding
of their views
andinform the
strategic debate.
See our monthly
newsletters here:
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Director’s Duties and Stakeholder Engagement
The Manager’s performance is critical
for the Company tosuccessfully
deliver its investment strategy
andmeet itsobjective to provide
shareholders with attractive and
consistent returns over the long term.
Pantheon’s diversified portfolio of private equity
investments, its expertise and its relationships with its
private equity managers (general partners or “GPs”)
aremade available through PIN to shareholders who
might not otherwise be able to gain access to this
hard-to-enter market. Buying PIN shares gives them
instant and liquid access to a diversified set of private
equity investments that should make up part of any
balanced portfolio.
Further details of PIN’s investment approach can be
foundon pages 9 to 14 of the Strategic Report.
Board engagement
Maintaining a close and constructive working relationship
with the Manager is crucial as the Board and the Manager
both aim to achieve consistent, long-term returns in line
with the Company’s investment strategy. The Board is in
regular contact with the Manager to receive updates on
investment activity.
The Company’s investment strategy isfocused on
backing managers thatcreate sustainable value in the
underlying portfolio companies.
The Manager has extensive private equity networks
andrelationships with private equity managers globally,
whichgive the Company increased access to the best
investment opportunities.
Board engagement
The relationship with Pantheon is fundamental to ensuring
the Company meets its purpose. Day-to-day engagement
with GPs is undertaken by Pantheon. Details of how
Pantheon carries out portfolio management, as well
asinformation on how GPs transform companies to
create long-term value, can be found in theManager’s
Review on pages 31 to 42.
The Board receives updates at each scheduled Board
meeting from the Manager on specific investments,
including detailed portfolio and returns analyses. The
Audit Committee receives assurances that valuations
comply with Pantheon’s valuation policy every six months.
Pantheon’s engagement with GPsanddue diligence of
portfolio companies through theinvestment process and
its investment strategies canbefound in the Strategic
Report on pages 09 to 15 andpages 31 to 42 and in the
Manager’s Review.
The Manager GPs/portfolio companies
Important components in the collaboration with the
Manager, representative of the Company’s culture, are:
– Encouraging an open discussion with the Manager,
allowing time and space for original and innovative
thinking;
– Recognising that the interests of shareholders and the
Manager are, for the most part, well aligned, adopting a
tone of constructive challenge, balanced with robust
negotiation of the Manager’s terms of engagement if
those interests should not be fully aligned;
– The regular review of underlying strategic and
investment objectives;
– Drawing on the Directors’ individual experience and
knowledge to support and challenge the Manager in its
monitoring of portfolio companies and engagement
with its GPs; and
– The Directors’ willingness to use their experience to
support and challenge the Manager in the sound
long-term development of its business and resources,
recognising that the long-term health of the Manager’s
business is in the interests of shareholders in the
Company.
As reported on pages 5 and 6, during the year, as part
ofstep three of the Strategic Review, the Board has
continued towork with the Manager and other advisors
toprovide PIN the greatest opportunity to deliver on its
objective to generate market beating returns.
Pantheon’s
relationships
with its private
equity managers
are made
available
through PIN to
shareholders
who might not
otherwise be
able to gain
access to this
hard-to-enter
market.
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Director’s Duties and Stakeholder Engagement
In order to function as an investment trust with a
premium listing on the London Stock Exchange, the
Companyrelies onthe Administrator, theCompany
Secretary, the Registrar, the Depositary and
theBroker forsupport in meeting all relevant
obligations.
Board engagement
The Board maintains regular contact with a number
of its key external providers and receives regular
reports fromthem, both through the Board and
committee meetings and outside of the regular
meeting cycle. Their advice, as well as their needs
and views, are routinely taken into account.
The Board (through the Management Engagement
Committee) formally assesses the performance,
fees and continuing appointment of key service
providers annually, to ensure that they continue
tofunction at an acceptable level and are
appropriately remunerated to deliver the expected
level of service. The Audit Committee reviews
andevaluates the control environments in place
atrelevant service providers.
The Board continues toincrease emphasis onthe
importance ofsustainability factors in its investment
deliberations. TheBoard and the Manager are
fullycommitted to managing thebusiness and its
investment strategy responsibly.
Board engagement
The Board receives annual updates on Pantheon’s
sustainability strategy and provides feedback on
their approach, which in turn can lead to changes
inits investment approach.
Full details on the Manager’s approach to
embedding material sustainability considerations
throughout the investment process, can be found
onpage 39.
Availability of funding is crucial tothe Company’s
ability to takeadvantage of investment opportunities
that meet Pantheon’s investment criteria asthey
arise as wellas being ableto meet future unfunded
commitments.
Board engagement
The Company aims to demonstrate to its
facilitysyndicate and note holders that it is
awell-managed business, capable of consistently
delivering long-term returns. Regular dialogue
between the Manager, the syndicate and note
holders is crucial to supporting the Company’s
relationship withits lenders.
The Company can only operate as an investment
trust if it conducts its affairsin compliance with
suchstatus.
Interaction with regulators, such as the Financial
Conduct Authority (“FCA”) and Financial Reporting
Council (“FRC”), whohave a legitimate interest
inhow the Company operates in the market and
treatsits shareholders, and industry bodies such as
the Associationof Investment Companies (“AIC”),
remainsan area of Board focus.
Board engagement
The Company regularly considers how it meets
various regulatory and statutory obligations and
howany governance decisions it makes can have
an impact on its stakeholders, both in the shorter
and inthe longer term. The Board receives reports
fromthe Manager and Auditor on their respective
regulatory compliance and anyinspections or
reviews that are commissioned by regulatory bodies.
Service providers Credit providers and
loan holders
The environment
and society
Regulators
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Director’s Duties and Stakeholder Engagement
Long-term impact
The Board continually considers the Company’s goals and business
model and how it can best deliver value for investors.
In recent years, as discussed in previous Annual Reports and on
pages 4 to 8, the Board has carried out an in-depth review of the
Company’s strategy and options inorder to determine and formulate
the most optimal strategy to benefit stakeholders now and in the future.
Stakeholder considerations and engagement
The review of the strategy has been informed by a series of meetings
with, and feedback received from, a large number of shareholders.
Thethree-step plan described in the Chair’s Statement has been
specifically carried out to address concerns brought to the Board’s
attention by shareholders. The conclusions, resulting actions and
ongoing further steps of the review are described in detail in the Chair’s
Statement. These include consideration of the attractiveness of the
Company’s asset class as well as the investment trust model, the
most optimal product mix, benefits of active management, and
development of strategies to increase consistency of vintage investing
over cycles. Other noteworthy developments include the review of
theCompany’s messaging for user-friendliness and making changes
where required based on research into the needs and expectations of
a wide range of investors. Finally, the Board has been developing its
approach to integrate sources and uses of capital and leverage policies
to optimise shareholders’ interests over the longer term, as discussed
in more detail on page 12.
Long-term impact
Effective succession planning, leadingto therefreshment of the Board
and its diversity, isnecessary for the Company’s long-term success.
Stakeholder considerations and engagement
The Nomination Committee is responsible for Board recruitment
andconducts a continuous and proactive process of planning and
assessment, taking into account the Company’s strategic priorities
and the main trends and factors affecting the Company’s long-term
success and future viability. During the year, following a review of the
balance of skills and diversity on the Board, as well asthe Diversity
Policy, and following a search process, Tim Farazmand, Anthony
(Tony) Morgan and Candida Morley were appointed to the Board.
Their appointments have increased the level of knowledge and
experience in the private equity sector of the Board and will ensure
thatthisremains at the right level when John Singer CBE and
JohnBurgess step down from the Board in thecoming financial year.
In addition, Tony Morgan has been identified as a suitable successor
as Chairofthe Board and has agreed to take this position following
JohnSinger CBE’s retirement as discussed onpage6.
Board succession planningDevelopment of strategic plan
Principal decisions taken during the year
Long-term impact
Effective marketing of the Company increases its attractiveness to
new and existing investors and improves the liquidity of the stock.
Stakeholder considerations and engagement
In-depth discussion of marketing initiatives, both by theBoard and a
Marketing subcommittee of the Board, have taken place during the
period with the aim to increase clarity of branding and communication
and to encourage long-term holding of the Company’s shares. The
Board increased the Company’s marketing spend and appointed a
marketing agency. Together with the marketing agency, the Company
carried out detailed research, which included interviews with a wide
range of investors and assisted with the identification of target
audiences, development of clearer and differentiated branding and
revision of our messaging to increase the accessibility and inclusion
among a widened target audience. The Board believes that these
decisions will aidin maintaining existing, and attracting new, retail
andinstitutional investment, which willbe beneficial to allstakeholders.
Marketing initiatives
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Viability Statement
Pursuant to Provision 31 of theUK
Corporate Governance Code 2018,
and the AIC Corporate Governance
Code, theBoard has assessed
theviability of the Company over a
three-year period from 31 May 2025.
Ithas chosen this period as it
fallswithin the Board’s strategic
planninghorizon.
PIN invests in a portfolio of privateequity assets that is
diversified by geography, sector, stage, manager and
vintage; it does so via both fund investments and by
co-investing directly into companies alongside selected
privateequity managers. The Company ensures that
itinvests in a portfolio that is diversified by vintage to
maintain a portfolio maturity that is naturally cash
generative in any particular year.
The Company seeks to maximise long-term capital
growth by investing in selected private equity managers.
As an investment trust, the Company’s permanent capital
structure is well suited to investing in private equity, a
long-term asset class. TheCompany’s Manager has a
long-standing culture that emphasises collaboration and
accountability, facilitating open dialogue with underlying
private equity managers thathelp the Company to anticipate
market conditions and maintain a prudent approach
tobalance sheet management. The resilience of the
Company, positioning of the portfolio, and durability of the
private equity market are detailed on pages 31 to 41.
In making this statement, the Directors have reviewed
thereports of the Manager in relation to the resilience
ofthe Company, taking account of its current position,
theprincipal risks facing it in a downside case scenario
thatconsiders the potential further impact of the ongoing
international conflicts which have brought about increased
geopolitical uncertainties, including the disruption to
theglobal supply chain and increases in thecost of living
as result, inflation, interest rates and theimpact ofclimate
change on PIN’s portfolio, the effectiveness of any mitigating
actions andthe Company’s risk appetite. Theassessment
also considers the impact ofthe Company’s capital
allocation policyinregard to share buybacks.
As part of the assessment, this also included a combined
reverse stress test that analyses the factors that would
have to simultaneously occur for the Company to be
forced into a wind-down scenario where the Company’s
business model would no longer remain viable.
Thesecircumstances include a significant peak inthe
outstanding commitments called within a 12-month
period, combined withasignificant decline in the portfolio
valuations and distributions. Overall, thereverse
stresstests are sufficiently improbable as to provide a
lowlikelyrisk ofimpact to the Company’s viability and
medium-term resilience.
Commitments to new funds are controlled relative to the
Company’s assets, and theCompany’s available liquid
financial resources are managed to maintain a reasonable
expectation of being able to finance the calls that arise
from such commitments out of internally generated cash
flow. The Company has put in place a revolving credit
facility to ensure that it is able to finance such calls inthe
event that distributions received from investments in
theperiod are insufficient to finance calls. Inaddition,
theCompany agreed a private placement of $150m
long-dated loan notes, giving it access to aneven more
diverse supply of liquidity. TheBoard reviews the
Company’s financing arrangements at least quarterly to
ensure that the Company is in a strong position to finance
all outstanding commitments on existing investments
aswell as being able tofinance new investments.
In reviewing the Company’s viability, the Board has
considered the Company’s position with reference to
itsinvestment trust structure, its business model, its
business objectives, the principal risks and uncertainties,
as detailed on pages 21 to 23 of this report, and its present
and expected financial position. In addition, the Board
hasalso considered the Company’s prudent approach
toBalance Sheet management, which allows it to take
advantage of significant investment opportunities, and
theappropriateness ofthe Company’s current investment
objectives in the prevailing investment market and
environment.
The Board regularly reviews the prospects for the
Company’s portfolio and the opportunities for new
investment under arange of potential scenarios to
ensureit can expect to be able to continue to finance
itsactivities for the medium-term future. Based on its
review, the Board has a reasonable expectation that the
Company will be able to continue in operation and meet its
liabilities as they fall due over a three-year period ending
on 31 May 2028.
On behalf of the Board
John Singer CBE
30 July 2025
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Manager’s Review
Manager’s Review 31
Executive Management Team 43
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
The private equity industry has grown significantly over
thepast two decades and the asset class continues to
attract a broadening range of investors. However the
lastfew years have been characterised by a prolonged
period oflower deal activity and a meaningful decline in
distributions. Private equity managers typically wait until
the timing andmarket conditions are right before selling
their portfolio companies. There is now an estimated
US$3.6tn across 29,000 companies globally that are
yetto be exited and onaverage companies are being
heldfor longer by their respective private equity firms –
currently around six years – than was previously the case
1
.
Thisrecord backlog of unsold assets, a higher interest
rateenvironment andthe persistent macroeconomic
uncertainty have reshaped the landscape of the private
equity industry.
Charlotte Morris and Helen Steers MBE, Pantheon
Partners and Co-Lead Managers of PIN, discuss the
private equity market and how PIN’s portfolio has
performed against that backdrop.
Well-positioned
for growth
Helen Steers MBE
andCharlotte Morris
Partners at Pantheon
and Co-Lead
Managersof PIN
Manager’s Review
1 Source: Bain, March 2025 “Global Private Equity Report 2025”. Bainuses data from PitchBook (PE-Backed Companies and HoldingPeriod as
30 June 2024) and Preqin (Unrealised Value asat 30 September 2024).
2 Source: Cambridge Associates, data accessed on 15 July 2025.
The gradual recovery in M&A activity that was anticipated
at the beginning of 2025 stalled as investors sought to
understand the potential impact of the tariffs announced
by the Trump administration in April. Nevertheless, even
in times of uncertainty, both private equity managers and
strategic buyers, the two main sources of exit for portfolio
companies, continue to make acquisitions resulting in
exits and distributions for PIN. At 12% for the year ended
31May 2025, PIN’s distribution rate was below the
Company’s long-term average but 50% higher than the
distribution rate in the last financial year (it was 8% for the
year ended 31 May 2024). It should be noted that the call
rate, which was 20% during the financial year, was also
low relative to historical levels, reflecting the lower overall
levels ofdeal activity. See the historical distribution and
call rate levels in the Supporting Analysis section on
page112.
Distributions in the private equity industry
2
30
20
10
0
2014 2015 2016 2017 2018 2019 2020 2021
2022
2024
15
5
YEAR
2023
25
Distribution rate (%)
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Distributions exceeded calls during the period, meaning
that PIN has remained net cash flow positive, generating
£130.8m of cash, more than a three-fold increase over
theyear to 31 May 2024. In its history, PIN’s portfolio
hasbeen consistently cash generative and overthe last
10years has produced atotal of £1.5bn of net cash. As at
31 May 2025, the weighted average age of PIN’s portfolio
was 5.6
3
years, meaning that it is ideally positioned to
benefit both from the value creation of the younger assets
in the portfolio and the cash proceeds from the more
mature companies when they are sold.
It is difficult to predict the timing of when exit realisations
may revert towards the levels seen historically, however
we have observed an uptick in distributions through the
year and are aware of several of our underlying managers
finalising the sales of portfolio companies. That, coupled
with reports that some potentially large initial public
offerings may come to fruition, could help to improve
overall market sentiment and provide the catalyst for deal
activity to startto pick up. We believe that PIN’s focus on
small tomid-market buyouts positions it well for when this
happens. Dry powder, which is capital that has been
raised and is available to invest but has not yet been
deployed, has built up considerably to US$2.1tn
4
.
Interestingly, this is concentrated among the larger
buyoutprivate equity managers, which means that
thiscapital isavailable to purchase assets from
small/mid-market managers such as those in
PIN’sportfolio.
We remain convinced that private equity
isan attractive asset class
Despite the challenges being faced in the near term by
theindustry, we continue to believe that private equity
offers attractive credentials for investors seeking to build a
balanced portfolio that includes exposure to fast-growing
private companies that are not available via the public
Manager’s Review
markets. The chart below demonstrates that private
equity has delivered strong returns and outperformed the
public markets over the long term. It also highlights the
wide dispersion of returns in private equity, which have
always been a feature of the industry, and therefore the
importance of selecting experienced managers who
canmanage their assets well through economic cycles.
Inuncertain times, the ability to create real value becomes
even more critical as not all styles of value creation work
allof the time. The key factor in assessing PIN’s primary
investments is always the strength of the manager
andtheir ability to outperform the public markets.
This also applies to single company investments, where
over the medium to long term, on behalfof PIN, we have
taken more concentrated positionsin companies that are
under strong stewardship and haveresilient profiles.
3 Excludes the portion of the reference
portfolio attributable to the ALN.
4 Source: Preqin, as at September 2024.
5 Source: Cambridge Associates, data
accessed on 15 July 2025.
Significant increase in net cash flow
31 May 2023
£67.8m
£36.9m
£130.8m
31 May 2024 31 May 2025
Annual net portfolio cash flows
Strong returns and outperformance of private equity over the long term
5
Median net IRR
Lower Quartile net IRR
MSCI World PME
30%
20%
0%
-20%
1997 1999 2000 2002 2004 2006 2008 2010
2012
2016
10%
-10%
FINANCIAL YEAR
2014
-30%
2018 2020 2022 2024
Dot-com Bubble GFC
COVID-19
1998 2001 2003 2005 2007 2009 2011 2013 2015 2017 2019
2021 2023
We continue to
believe that
private equity
offers attractive
credentials for
investors seeking
to build a
balanced
portfolio that
includes
exposure to
fast-growing
private
companies.
Pantheon International Plc Annual Report and Accounts 2025
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Valuations
Valuations have long been a topic of much discussion and
debate, especially in recent years. Across the USA and
Europe, Enterprise Value (“EV”) and EBITDA valuation
multiples across private equity buyouts saw a peak in
2021 and have moderated since then, from 13.3x in 2021
to 10.5x in 2023, rising again last year to 12.2x. Although
deal activity has been at lower levels during 2023 and
2024, the indications are that these could be attractive
vintages for private equity and underpin the case for a
recovery in private equity returns from the subdued levels
seen since 2021.
US & Europe private equity EV/EBITDA multiples
6
13.3x
12.2x 12.2x
10.5x
2021
2023
2022
2024
PIN’s NAV performance during the
financialyear
PIN’s private equity portfolio demonstrated resilience and
continued strategic progress over the 12-month period to
31 May 2025. Before currency effects, PIN’s assets grew
by 5.9% during the year ended 31 May 2025. Investment
income added 0.9% to the NAV while share buybacks
added 1.5%. Approximately 76% of PIN’s portfolio is
denominated in US dollars, which weakened against
sterling during the period. As a result, unfavourable currency
movements reduced PIN’s sterling-quoted NAV by 4.8%.
Manager’s Review
PIN has
remained net
cash flow positive
generating
£130.8m of cash,
more than a
three-fold
increase over
theyear to 2024.
6 Pitchbook data as at 31 December
2024.
7 Investment type, region and stage
charts are based uponunderlying fund
and company valuations. The charts
exclude the portion of the reference
portfolio attributable to the Asset Linked
Note (“ALN”).
8 Investment type, region and stage
charts are based uponunderlying fund
and company valuations. The charts
exclude the portion of the reference
portfolio attributable to the Asset Linked
Note (“ALN”).
9 Global category contains funds with no
target allocation to any particular region
equal to or exceeding 60%.
Valuation movement by type in the year to
May 2025
6.6%
5.5%
4.0%
5.3%
Primary
Fund
secondary
Co-investment
Manager-led
secondary
Portfolio by type
7
Primary 37%
Co-investments 33%
Manager-led secondaries 21%
Fund secondaries 9%
Valuation movement by region in the year to
May 2025
7.5%
5.5%
2.4%
4.9%
Europe
USA
Global
Asia
Portfolio by region
8
USA 52%
Europe 33%
Global
9
8%
Asia and Emerging
Markets
7%
We do not hedge currency due to the difficulty with
predicting the timing and size of cash flows in private equity.
In our experience, currency movements tend to balance
out over time however we keep the option of hedging
under review. After the impact of currency and expenses
and taxes (-2.3%), PIN’s NAV increased by 1.2% during
the period compared to the previous year. Overall, the
portfolio maintained its strength and strategic direction,
with growth in the underlying portfolio companies and
ongoing investment activity positioning it well for future
value creation. The stronger performance in the MSCI
World index over the same period was skewed by the
so-called “Magnificent 7” stocks. Indeed the concentration
of companies in public markets represents a meaningful
difference in the profile of public market benchmarks
andtheir potential volatility versus a diversified private
company portfolio.
Forexample, at the end of 2024, those seven companies
making up the Magnificent 7 represented ~24%of the
MSCI World index’s market capitalisation or ~30% of
theS&P 500 index. In contrast, PIN’s portfolio is more
balanced, with the top 36 companies representing 24% of
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
portfolio NAV. Private equity is a long-term asset class
and over 10 years and since inception, PIN has continued
to outperform its public market benchmarks.
There was positive performance across all regions and
investment types in PIN’s global portfolio.
There were also positive returns across all stages with
venture being the strongest performer. While this is
pleasing, venture tends to be the most volatile part of the
private equity universe and the dispersion of returns is
even greater than in the buyout segment of the market.
For this reason, venture will continue to be a small part
ofPIN’s portfolio and we willonly access this part of the
10 Investment type, region and stage charts are based uponunderlying
fund and company valuations. The charts exclude the portion of the
reference portfolio attributable to the Asset Linked Note (“ALN”).
11 The company sector chart is based upon underlying company valuations
asat 31March 2025, adjusted for calls anddistributions to 31 May 2025.
These account for 100% of PIN’s overall portfolio value.
12 GICS sector and industry group definitions:
The Global Industry Classification Standard (GICS), developed by
MSCI and S&P Dow Jones indices, organises companies based on their
primary business activity. It uses a four-tiered structure of which the first
two are:
GICS Level 1 – Sector: The broadest classification, dividing the market
into 11 sectors such as Financials, Industrials and Health Care.
GICS Level 2 – Industry Group: Each sector is further broken down
intoindustry groups (25 in total), which cluster companies with similar
business models and operational characteristics.
Relationship: GICS Level 2 (Industry Group) is nested within GICS
Level 1 (Sector). For example, the Capital Goods industry group falls
under the Industrials sector. This hierarchical structure supports
consistent benchmarking and portfolio analysis across global markets.
13 PIN seeks to avoid investment in tobacco production and distribution.
Portfolio by sector
11,12
Manager’s Review
market through primary investments. Buyouts, which are
well-established businesses and account for the majority
of PIN’s portfolio, have consistently performed well over
previous reporting periods and this was the case again in
this financial year. We believe that this is due to PIN’s
emphasis on companies that are operating in defensive
sub-sectors within information technology, healthcare and
consumer staples and services. These companies are
benefitting from long-term trends that we believe are here
to stay. Forexample, in information technology PIN
invests in companies offering software-as-a-service and
cybersecurity solutions while in healthcare, PIN is backing
companies that provide services and products that are
responding to the demands of ageing populations across
the world and the need for higher quality healthcare provision.
Valuation movement by stage in the year to
31 May 2025
17.6%
7.1%
4.0%
4.5%
Venture
Small/mid
buyout
Large/mega
buyout
Special
situations
3.0%
Growth
Portfolio by stage
10
Small/mid buyout 46%
Large/mega buyout 26%
Growth 19%
Venture 5%
Special situations 4%
Information technology 33%
Software & Services 30%
Technology Hardware & Equipment 3%
Healthcare 20%
Health Care Equipment & Services 15%
Pharmaceuticals, Biotechnology & Life Sciences 5%
Financials 12%
Diversified Financials 7%
Insurance 4%
Banks 1%
Industrials 11%
Commercial & Professional Services 6%
Capital Goods 4%
Transportation 1%
Consumer discretionary 9%
Consumer Services 5%
Retailing 3%
Consumer Durables & Apparel 1%
Communication services 7%
Media & Entertainment 6%
Telecommunication Services 1%
Consumer staples 4%
Food, Beverage & Tobacco
13
3%
Food & Staples Retailing 1%
Energy 2%
Materials 2%
GICS
Level 1
GICS
Level 2
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Manager’s Review
As part of the deep analysis of portfolio performance
undertaken as part of Step Three, we assessed the
returns generated by sector focusing on co-investments,
where we have a larger set of data having been investing
in this investment type for significantly longer than
manager-led secondaries. Healthcare and technology
co-investment deals generated strong returns of 20.1%
and 19.1% respectively.
14
These are both specialist areas,
where itiscritical to partner with private equity managers
that have provenexperience and knowledge of the
complexities of thesub-sectors and niches within the
wider industry. Our deep relationships with specialist
sector experts giveus access to attractive opportunities
within these keysectors.
As part of our due diligence process, we look closely at
ourmanagers’ use of debt in their portfolio companies.
The debt multiples within PIN’s directs portfolio of 5.4x
15
arebroadly in line with what we have observed inthe broader
private equity market. See page 125 in the Alternative
Performance Measures Section for more information.
While there have been fewer company exits in recent
years, as described already, when the private equity
managers in PIN’s portfolio sell their portfolio companies,
they often do so for a higher amount than the holding value
of the company prior to the sale. During the year to 31 May
2025, the weighted average uplift on PIN’s portfolio was
25%
16
, while only 0.4% of opening NAV was written off.
Over time, we have consistently observed uplifts on exit
being achieved, which we believe validates the valuations
at which the managers hold their companies. While private
equity managers apply fair value when valuing their
portfolio companies, in many cases, they are able to
achieve a sale price above that valuation by identifying the
right buyer for that company. An example of that ideal
buyer could be a larger corporation operating in the same
industry that can generate synergies and therefore may be
willing to pay a higher price or it could be that the manager
is selling a scarce asset that attracts interest from buyers
willing to pay more to secure that specific company.
During the year, the proceeds from exits resulted in an
average costmultiple of 2.9x. We believe that the cost
multiples onexit realisationsdemonstrate the value
creation achieved by our managers through their
hands-on approach in managing their portfolio companies
and the implementation of operational improvements.
The case studies in this report and on PIN’s website
provide a snapshot of how our managers identify and work
with portfolio companies.
PIN’s direct company investments have demonstrated
sustained positive operating performance during the year
ended 31 December 2024, which is the most recently
available data, through revenue growth of 11% and
improving margins that enhanced that growth to 16% on
EBITDA
15
. We believe that this demonstrates that we are
backing managers who create value by helping their
portfolio companies to become profitable, and how a
manager does this forms a core part of our due diligence
when assessing an investment opportunity. Since the
overall valuation gain on direct company investments was
5.4% for the period to 31 May 2025, this could represent
embedded value that helps support a strong uplift at exit
when the companies are eventually sold. As the Chair
setout, we are working on analysis to be able to present
value creation statistics for the portfolio of direct company
investments.
When we analyse the valuation movements across recent
years, we have observed that the spread of movements
has narrowed, mirroring the single figure valuation increases
we have seen this year and last. While we remain cautious,
the gradual recovery in valuations that is shown by the
profile of upwards and downwards valuation movements
in the chart on the right, indicates a modest improvement.
A gradual
recovery in
valuations is
shown by the
improving profile
of upwards and
downwards
valuation
movements.
14 As at 31 December 2024, all
co-investments completed from
2010to 2024.
15 This data is on a sub-set of of the
portfolio and may not be representative
of the entire portfolio. Refer to
Alternative Performance Measures on
page 125 for further information on the
methodology used to calculate Direct
portfolio revenue and EBITDA growth
numbers.
16 Please refer to page 114.
Modest recovery in valuation movements
2022 20252023
2024
31.0%
9.8%
10.5%
10.1%
(5.2%)
(8.6%)
(4.9%)
(4.5%)
Valuation movements
Upwards valuation movements
Downwards valuation movements
Net movement as % of total opening portfolio NAV
See case studies
on the PIN
website here:
Portfolio insights
In line with the investment strategy that has been agreed
with the Board, we have tilted PIN’s portfolio towards
investing directly in private companies and as at31 May
2025, they accounted for 54% of the portfolio. We make
these investments alongside our favoured private equity
managers where, on behalf of PIN, we apply two layers
ofscrutiny as both the private equity manager and the
company itself must pass our stringent due diligence
processes. Theseindividual private company investments
are complemented by primary fund investments that
offeraccess to opportunities and managers that might
nototherwise be available through direct company
investments alone.
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Five and 10-year annualised time-weighted returns: PIN strategies vs public markets
19
Manager’s Review
Asan illustration of the returns that can be generated on
these direct investments, all realised co-investment
dealshave returned 2.3x net MOIC and 22% net IRR.
The entire track record of overall returns (including
realised and unrealised) on co-investments is 1.76x net
MOIC and 16.6% net IRR.
Across our portfolio, each of the investment types has
contributed to returns over time. The charts above are
taken from the detailed analysis and shows how each
investment type has performed over five-year and 10-year
periods compared to the MSCI World and MSCI ACWI
indices.
Primaries are demonstrating consistent returns over
longer periods as the managers typically invest their
capital over five years and the portfolios are also
diversified by number of companies. A similar profile
isseen in fund secondaries where the portfolios tend
to be very diversified. Manager-led secondaries and
co-investments are concentrated deals, generally
consisting of just one company. As more capital has
Outperformance
has been more
challenged in the
past three years
especially, but
webelieve that
theportfolio is
well-positioned
for when an
improvement
inmarket
conditions and
increase in deal
activity comes
through.
beendeployed in recent years, these deals are
weightedtowards the recent subdued performance
experienced within PIN’s portfolio but also across the
private equity market.
Outperformance has been more challenged in the past
three years especially, but we believe that the portfolio
iswell-positioned for when an improvement in market
conditions and increase in deal activity comes through.
The evolution of strategy emerging from Step Three
should also result in improved NAV performance
that,coupled with an increase in demand to narrow
thediscount, could translate also into improved share
price performance.
Although private equity fundraising was down overall
in2024, compared to the previous year, the best private
equity managers have still been able to raise capital,
andduring the year to 31 May 2025, PIN made 18 new
investments, amounting to £143.3m in new commitments.
This included commitments to ten primary funds (£88.5m),
five co-investments (£38.6m) and three manager-led
secondaries (£16.2m). In terms of cash outlay, we used
£43m of cash to invest in new investments during
theperiod.
The challenging exit environment has led to record deal
flow in the secondaries market over the last four years
andvolumes reached US$160bn in 2024
17
. Manager-led
secondaries, now an established part of the market, have
increasingly become a tool for private equity managers
tooffer liquidity solutions to their investors and accounted
for 44%
18
of the secondary market deal flow in 2024 and
14%
18
of buyout exits. We find these situations to be
attractive asthey allow us to invest in companies that our
managers already know well and believe have further
potential forgrowth.
However, the increased dealflow in this newer segment of
the secondaries market and the growing interest from new
entrants call for careful screening of opportunities. While
Pantheon focuses on single company transactions where
there is a clear rationale for the private equity manager to
want to remain invested for another phase of growth, there
are a variety of transactions in the market and the dealflow
continues to evolve.
We continue to manage PIN’s financial position prudently,
regularly stress testing its Balance Sheet to ensure that it
can withstand a variety of scenarios and market conditions
as well as being well positioned to take advantage of share
buyback and new deal opportunities. As at 31 May 2025,
PINhad a net debt position of 8.7% ofNAV, whichwe
consider to be a prudent level of leverage for PIN’s structure.
Last 5 years
14.9%
8.1%
12.5%
9.0%
Primaries
Manager-led
secondaries
Fund
secondaries
MSCI
World
(net) GBP
10.8%
11.3%
Co-
investment
MSCI
ACWI
(net) GBP
Last 10 years
15.2%
11.0%
12.4%
20.3%
Primaries Manager-led
secondaries
Fund
secondaries
MSCI
World
(net) GBP
16.0%
11.7%
Co-
investment
MSCI
ACWI
(net) GBP
17 Source: Secondary market volume from Evercore FY 2024 Secondary
Market Review – Highlights, January 2025.
18 Source: Continuation Fund Volume as % of Total Private Equity
ExitValue from Morgan Stanley Continuation Fund Market Review:
FullYear 2024, February 2025.
19 For periods ending 31 December 2024.
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What Acceleration Academiesdoes
Acceleration Academies (“AA”) partners with
public school districts to support students
whoface challenges that prevent them
fromsucceeding in conventional school
environments.
AA offers a combination of in-person and
online teaching designed to meet the needs
of students who cannot attend school five
days a week on a fixed schedule. By enrolling
students, AA’s revenue-sharing model also
enables school districts to avoid losing
funding.
Why we invested
– AA is a leader in re-engagement education,
a part of the market that isunderdeveloped
but growing, withconsistent demand driven
by public policy and social need.
– AA has long-term contracts with school
districts that have been renewed many
times, showing that itsservices are valued.
– The investment came at a key moment
inAA’s growth trajectory, with clear
opportunities to expand and improve.
– Excolere’s leadership team has a strong
track record of successful private equity
investments in the education sector,
andexcellent relationships with key
decision-makers (e.g. school
superintendents and boards).
Value creation
– Merging with EdIncites and integrating
theirdigital tools for teaching and
learningto offer morepersonalised
andeffective education.
– Expanding reach to US school districts
withlarge numbers of students who need
alternative education options.
– Actively connecting with school districts
toexplain the benefits of AA’s model
andencourage them tosign up to
thepartnership.
– Creating better outcomes by helping
students graduate and continue on
tofurther education or careers.
Commitment £9.8m
Sector Consumer
Manager Excolere Equity Partners (“Excolere”)
Geography USA
Investment type Co-investment
Stage Small buyout
New investment case study
Hybrid education
solutions to meet
growing demand
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What IK Partners does
IK Partners is a European private equity firm
that typically invests in companies based in
Northern and Western Europe. IK has four
investment strategies: mid-cap (valuations
between €200m and €1bn), small-cap
(sub-€200m valuations), development
capital (valuations up to €50m) and
partnership (minority stakes in larger
companies to support specific growth plans).
PIN invested in two funds – IK Small Cap IV
and IK Development Capital II – which focus
on smaller, often family-owned or founder-led
businesses which require support to grow,
expand internationally, or improve operations.
Why we invested
– Previous funds have delivered strong
returns, with many companies growing
significantly in size and value during
IK’sownership.
– Funds are managed by dedicated teams
with deep knowledge of the sectors that
they invest in, supported by specialists in
operations, finance, and sustainability.
– IK focuses on stable sectors with
goodlong-term growth prospects,
e.g. healthcare, business services,
consumer goods and industrials.
– Regional offices help IK to build
relationships with business owners
and find investment opportunities that
maynot be available to other firms.
Value creation
– Making operational improvements to
helpcompanies become more efficient,
improve products and services, and
expand into new markets.
– Acquiring smaller businesses in the same
industry to generate faster growth and
boost market position.
– Supporting a range of business sizes and
needs, with investors’ money split 70/30
between small cap and development
capital strategy.
– Integrating ESG into the investment
process to both manage risk and
increasevalue.
Commitment £19.1m
Sector Private equity
Manager IK Partners (“IK”)
Geography Europe
Investment type Primary
Stage Small/medium buyout
Scaling up
family-owned and
founder-led businesses
New investment case study
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Sustainability factors are incorporated in
Pantheon’s pre- and post- investment
processes.
Pantheon was one of the first private equity investors to sign up
tothe UN Principles for Responsible Investment (“PRI”)
1
back in
2007 and we have used these principles as aframework to develop
our Sustainability Policy across all our investment activities.
Pantheon’s commitment to invest with purpose and lead with
expertise to build secure futures centres ongenerating strong,
long-term investment returns through an investment discipline
focused on financial value creation and riskmitigation. As a global
investment firm and a leading specialistinvestor in private markets,
we recognise the crucial rolethat sustainability factors can play in
influencing long-term investmentperformance.
Pantheon integrates sustainability considerations throughout
itsinvestment processes by taking into account a range of
environmental, social or governance issues. We leverage a
combination of scorecards, depending on the transaction type, for
both pre-investment evaluation and post-investment monitoring,
engagement and reporting. An investment’s sustainability profile is
one of several factors that we consider when evaluating managers
and investments. Pantheon also uses RepRisk, a third-party
newsinformation service, as part of its screening, due diligence
andmonitoring processes to ensure extensive coverage of any
sustainability issues within PIN’s portfolio. Post-investment,
Pantheon conducts an annual Sustainability Survey of its private
equity managers, which includes PIN’s managers, to populate the
scorecards and monitor the underlying private equity managers’
sustainability practices.
In our view, PIN’s move towards a larger proportion of direct
company investments provides Pantheon with greater visibility
oversustainability risks and opportunities and enables Pantheon
toundertake due diligence on a range of sustainability factors on
individual companies before investing.
In June 2025, we published our second sustainability report on PIN
which is available on the Company’s website. See the report for
more information.
Manager’s Review
Pantheon has developed our own Sustainability Scorecards to provide a comprehensive view of each investment
during due diligence and to support ongoing monitoring
Sustainability Scorecards
1 United Nations Principles for Responsible Investment.
Find our
Sustainability
Report here:
Multi-Asset rating
Private equity manager rating
Fund rating Single Asset rating
Private equity manager
– Oversight & implementation
– Reputation
– Climate
– Diversity, equity & inclusion
– Biodiversity
Fund
– Track record
– Sustainability commitments
– Climate
– Reporting
Single asset
– Inherent sector risk
– Oversight & implementation
– Country Risk
– Reputation
– Climate
– Biodiversity
Multi-asset
– Inherent sector risk
– Country risk
– Reputation
– Climate
– Biodiversity
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Manager’s Review
Revised approach to overall
capitalmanagement
PIN is an evergreen structure, meaning that we are
constantly managing and reinvesting cash over time.
The gearing position is one element but it is a much
broader concept. As mentioned in the Chair’s Statement,
the Board and the Manager undertook an extensive
research and analysis project during this year, touching
onmany aspects of strategy and performance. A key
attraction of an investment trust like PIN is that it is
managed by an experienced team handling not only the
investment strategy but also the overall management
ofPIN’s capital. In both areas, it is important to apply a
proactive approach. In these changing times and amid
challenging market conditions for private equity, capital
management and, within that, portfolio management
become even more important. Therefore, going forward,
we will execute PIN’s corporate, investment and leverage
strategies with a refined and more deliberate focus on
capital and portfolio management. This has the ability
toboost NAV performance and could also be a factor in
stimulating demand from investors that value a company
that is focused on actively managing their capital on
behalfof shareholders.
There are two parts to this revised approach: portfolio
management and overall capital management.
Active portfolio management
Investment strategy is recommended by Pantheon
totheBoard and then an execution plan is devised to
deliver onthat strategy over time. The process involves
the origination, selection, due diligence, execution and
monitoring of new investments and the opportunity to
invest capital in line with the Company’s investment
strategy. Similarly, it involves selection, due diligence
andexecution of sales of investments from the portfolio.
Between these two bookends, we are monitoring the
portfolio, thewider private equity market and
macroeconomic conditions toassess whether we should
refine either the portfolio or the strategy or both. Regular
review of performance of theportfolio underpins the
assessment of relative value between the outlook and
expected return from a set of investments today, set
against the potential return that could be derived from
selling and reinvesting that cash innew investment
opportunities.
A refinement to our existing portfolio management
approach will be an increased focus on periodically
rebalancing the portfolio, including through sales of
investments into thesecondary market, taking account of
pricing and supply-demand dynamics within that market.
More active portfolio management allows a holistic view
ofour whole portfolio whereby we are not only adding to
the portfolio but also making periodic changes within
it,according towhere we think future returns can be
optimised togenerate alpha and market-beating returns
for ourinvestors.
Active capital management
Investment strategy, and the execution of it through active
portfolio management, is a key pillar within active capital
management, which takes the same concepts and
applies them to PIN’s capital structure and overall
investment philosophy. There are various sources
ofcashavailable to PIN and uses of cash to choose
between. Anactive capital management approach
iscentred in assessing the best sources and uses of cash
over time, going beyond simply reinvesting the cash
distributed from the portfolio into new deals. Distributions
from the portfolio that arise when a portfolio company is
sold are certainly the consistent backbone of sources of
cash, augmented by cash proceeds from the sale of
PIN’s active
capital
management
philosophy
willbecome
moredynamic,
enabling us
tomanage
investment
pacing through
cycles, while
continuing to
back top-quality
managers and
resilient, growing
direct company
investments.
investments in the secondary market, and drawing down
on the leverage facilities thatPIN has in place. Uses of
cash could include: new investments, share buybacks
during periods where the discount is wide, special
dividends (although PIN does not have a dividend policy)
and making repayments on the leverage facilities to
reduce their balances.
As part of this evolution, PIN’s active capital management
philosophy will become more dynamic. PIN today already
targets the most attractive investment opportunities it
sees, including repurchasing its own shares. We intend
tobuild on this, enhancing PIN’s flexibility in capital
allocation, enabling us to manage investment pacing
prudently through cycles, while continuing to back
top-quality managers and resilient, growing direct
company investments.
Marketing and communications
Over several years, we have engaged in activities aimed
at raising the profile of PIN, participating in discussions
around the investment trust sector and providing
educational content to assist market participants in
assessing private equity and PIN specifically. These
activities have taken many forms: webinars explaining
private equity and investment trusts; interviews and
podcasts discussing PIN’s differentiated strategy; joining
industry round tables, conferences and other events as
panellists discussing topics such as listed private equity;
leveraging our dedicated LinkedIn page to distribute
content and raise awareness of PIN and its media
activities; and thought leadership through contributions
topapers and articles in the financial media. During
thisfinancial year, we have continued to push for
transparency, awareness and education around private
equity, augmenting our significant existing outreach
programme with research and planning alongside our
marketing agency.
Follow PIN
on our Linkedin
page here:
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Manager’s Review
As the Chair explained in our Interim Report earlier this
year, the focus was on a discovery phase that included
detailed research and many interviews with a wide range
of investors which enabled us to segment the market and
identify three specific target audiences likely to have
heightened interest in adding private equity exposure
totheir investment portfolios, providing they could do
sothrough an accessible structure. With investors who are
new to the asset class, it is important to reach and educate
them on the benefits of private equity as well as how they
might access it.
For example, we and many of our peers in our sector are
focusing on retail investors as an area of keen interest
andthe research indicates that simplicity of message is
paramount for this group. Clear and direct messaging has
appeal not just for retail audiences but alsofor institutional
and private wealth investors so we believe that this shift
will benefit all investors.
Over the past six months, we have moved from discovery
and research into planning and execution. Using the
research to guide us, we have been developing clearer
and differentiated branding as well as revising our
messaging to increase the accessibility and inclusion
among a widened target audience. This will be apparent
ina redesigned website launching later this year that will
continue to be a key source of information for new and
existing investors.
We are applying a test and learn approach, which is
iterative, learning from what resonates with target
audiences through activities such as LinkedIn campaigns
and search engine optimisation (“SEO”) initiatives and
applying that to adapt our future campaigns and activities.
This important data isinforming next steps and we have a
detailed plan of activities around media, public relations
(“PR”) and investor outreach. Welook forward to sharing
more of the results ofthese efforts to increase demand in
due course.
Outlook
After decades of growth, the private equity industry now
finds itself at a crossroads where it is faced with both
challenges and opportunities. However history has shown
that the highest quality managers are nimble and have
atrack record of being able to navigate successfully
andadapt to market dislocations. In addition, there are
structural trends that continue to be supportive for private
equity’s prospects. For example, the number of publicly
quoted companies globally continues to decrease while
more than 80% of US and more than 90% of EU and
UKcompanies with less than $100m revenue remain
private
20
. The more favourable valuation environment,
compared to the peak that we saw in 2021, should also
present some interesting opportunities forinvestment.
We believe that maintaining an allocation to private equity
remains a key component of any well-diversified portfolio
and, since its inception in 1987, PIN has been one of the
most accessible ways for investors of all types and sizes
todo this, and our access to many of the leading private
equity managers underpins our ability to deliver
market-beating returns for PIN over the long term.
Since 1987,
PINhas been
oneof the most
accessible ways
for investors of all
types and sizes to
access private
equity.
Following a long and distinguished career of more
than three decades working in private markets,
including 21 years as a Partner at Pantheon,
Helenwill retire from the firm at the end of 2025.
Since 2020, she has been responsible for
managing the activities of PIN and has
co-managed PIN alongside Charlotte Morris
sinceJune 2024.
Helen’s dedication to, and advocacy of, the private
equity industry cannot be overstated. She is a past
Chair and Council member of the British Private
Equity and Venture Capital Association (BVCA)
and also served on the Board and LP Council of
Invest Europe. In addition, as a strong proponent of
diversity in the financial services sector, Helen is
aco-founder of Level 20, a non-profit making
organisation that has been set up to encourage
women to succeed in private equity. Her voluntary
work and passion to improve gender diversity and
increase the opportunities for women in business
and financial services were honoured when she
was awarded an MBE in the New Year Honours
List2025 for “Voluntary Service and services to
Gender Equality in Business”.
Helen leaves Pantheon as a role model to
othersboth within the firm and the wider private
equity industry.
Retirement of Helen Steers MBE
20 Source: BlackRock’s Larry Fink’s 2025
Annual Chairman’s Letter to Investors.
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What Olink Proteomics does
Olink Proteomics (“Olink”) helps scientists
tobetter understand diseases by studying
proteins, which play a key role in how human
bodies function and how diseases develop.
The company developed a unique technology
called “Proximity Extension Assay”, which
allows researchers to measure thousands
ofproteins in a single test, using only a tiny
sample. Olink sells testing kits and laboratory
services to universities, pharmaceutical
companies and medical researchers.
Why we invested
– Proteomics is an important tool for studying
diseases, providing crucial insights into
their molecular mechanisms; as a result,
proteomics is a large and growing market
– estimated to be c. $1 billion in 2023 and
expected to grow more than 10% per
annum.
– Olink’s technology was well proven and
validated in the market by a large number
of pharmaceutical companies and leading
academic institutions.
– Before the 2019 investment, the
company’s unique market position had
already delivered strong, profitable growth
with revenue growing at a 111% cumulative
annual growth rate from 2016 to 2018.
– Summa Equity’s expertise in both this
specialised part of the healthcare sector
and in professionalising fast-growing
companies would benefit Olink, particularly
given the stage of the investment.
Value creation
– Took Olink from niche player to global
leader in proteomics, which now offers
aleading technological solution for
proteinanalysis in human protein
biomarker research.
– Delivered strong top-line revenue
performance over the holding period
(c. 40% cumulative annual growth rate
from 2018 to 2023), despite a challenging
macroeconomic backdrop.
– Grew the company’s customer base
fromapproximately 300 at entry to over
1,000 clients today.
– Won multiple key accounts, with 19 out of
20 top biopharma in the world now being
Olink customers, along with most of the
world’s largest biobanks.
– Launched new product platforms that
today constitute the vast majority of
revenue and have the potential to
enablefuture diagnostics solutions.
– Bought and integrated complementary
businesses and accelerated research and
development (“R&D”) and product launches.
Outcome
Summa Equity and PIN sold Olink to Thermo
Fisher Scientific, generating an 8.7x return
on the original cost, with a net IRR of 62%.
Proceeds £11.5m
Sector Healthcare
Manager Summa Equity
Geography Europe
Investment type Co-investment
Stage Small/medium buyout
Exit type Strategic sale
Vintage 2019
Distribution case study
Crucial health
insights supported
by unique technology
Value creation bridge
2.4%
Entry
multiple
Exit
multiple
Organic
growth
Valuation
multiple
Deleveraging
& other
1.0x
2.9x
3.7x
1.1x 8.7x
300
3000
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Charlotte Morris
Partner, PIN and Secondary Investment
Joined 2006; 20 years of private equity
experience. Charlotte is a Partner in
Pantheon’s Global Secondaries Team and is
responsible for co-managing the activities
ofPIN. She is involved in all aspects of the
secondaries business including the analysis,
evaluation and completion of secondary
investment opportunities. Charlotte joined
Pantheon in 2006 from Cdb Web Tech,
aninvestment vehicle listed on the Milan
StockExchange, and spent 2.5 years
workinginPantheon’s San Francisco office.
Sheserves as a member of Pantheon’s
GlobalSecondaries Investment Committee,
Investment Management Committee
andSustainability Committee, and is
engagedacross Pantheon’s transactional
investmentactivities.
Helen Steers MBE
Partner, PIN and European Investment
Joined 2004; 34 years of private equity
experience. Helen is a Partner in Pantheon’s
European Investment Team and is
responsible for co-managing the activities
ofPIN. Prior to joining Pantheon, Helen held
senior positions at Russell Investments
inParis and at the Caisse de dépôt et
placement du Québec in Montréal. Helen
isapast Chair and member of the Council
(Board) of the British Private Equity and
Venture Capital Association (“BVCA”).
Shehas also served asaBoard member
ofInvest Europe and is aco-founder of
Level20. Helen was awarded an MBE in
theKing’s 2025 New Year Honours List.
Vicki Bradley
Principal, PIN
Joined 2016; over 14 years of investor
relations and communications experience
with publicly listed companies. Vicki is Head
of Investor Relations & Communications
forPIN. Prior to joining Pantheon, she
heldsenior roles at FTSE 100 and FTSE 250
companies, as well as at a Dutch-listed
investment trust.
Maria Candelario
Principal, PIN
Joined 2014; 14 years of private equity and
investment banking experience. Maria is
responsible for investment strategy, portfolio
management, vehicle financing and reporting
for PIN. Prior to joining Pantheon, Maria
worked in mergers and acquisitions at Credit
Suisse, where she evaluated investments
andwas responsible for executing buy and
sell-side M&A transactions across a variety
ofsectors. She has also held senior finance
positions at Citi and IBM.
Executive Management Team
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Kalonga Mumba
Vice President, PIN
Joined 2023; 12 years’ experience in
advisory, equity research and private equity.
Kalonga is responsible for portfolio analysis,
investment analysis, financial forecasting,
optimising vehicle financing, reporting and
vehicle management. Prior to joining
Pantheon, he worked as a freelance
consultant on various corporate finance
assignments. He also held assurance and
advisory roles at PwC and later as an equity
research analyst at a boutique research firm.
He qualified as a Chartered Certified
Accountant with PwC.
Farid Barekati
Vice President, Fund Finance
Joined 2020; 10 years of private equity
experience. Farid is a Vice President within
Pantheon’s Fund Finance Team, where he
hasoperational oversight for the reporting,
valuation and external audit of Pantheon’s
UK-listed products, including PIN and
Pantheon Infrastructure Plc. Prior to joining
Pantheon, Farid was the Financial Controller
for John Laing Capital Management,
responsible fortheir listed funds. He also
spent time in variousfinance and operations
roles within 3i Group Plc, before moving to
their listed infrastructure fund. Farid is a
qualified Chartered Accountant (Institute
ofChartered Accountants of Scotland).
Amar Pervaz
Vice President, Fund Finance
Joined 2021; over five years of private equity
experience. Amar is a Vice President within
Pantheon’s Fund Finance Team, where he
isresponsible for the reporting, valuation
andexternal audit of PIN. Prior to joining
Pantheon, Amar spent time in various
finance and operations roles working across
multiple products, working for both fund
administrators and asset managers. Amar
isa fellow of the Association of Chartered
Certified Accountants (“ACCA”).
Executive Management Team
Brett Perryman
Partner, Global Head of Marketing and
Communications
Joined 2021; Brett is a Partner and
Pantheon’s Global Head of Marketing and
Communications. Prior to joining Pantheon,
she was Head of External Relations at
FCLTGlobal, a non-profit research
organisation focused on rebalancing capital
markets to support a long-term, sustainable
economy. Before that, Brett was Head of
Corporate Communications at BrightSphere
Investment Group (NYSE: BSIG), a global
multi-boutique asset management company
based in Boston.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Governance
Board of Directors 46
Directors’ Report 49
Statement on Corporate Governance 55
Audit Committee Report 64
Directors’ Remuneration Report 68
Directors’ Responsibility Statement 71
Independent Auditor's Report 72
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
John Singer CBE
Chair
Date of appointment
23 November 2016
External Appointments
Mr Singer is involved with several organisations within the arts and
education sectors and is Chair of City of London Sinfonia.
Experience and Contribution
Mr Singer is an investment and financial services professional with over
30 years’ experience in private equity. He spent over 20 years with
Advent International where he was a member of the Global Executive
Committee and, until 2012, Chair of European Operations. He was
Managing Director and founder of Granville Europe Plc, one of the first
pan-European private equity funds. In addition, he was Chair of the
European Venture Capital Association.
Last re-elected to the Board
2024
Annual Remuneration
£88,600
*
Shareholding in Company
436,620
Mary Ann Sieghart
Senior Independent Director
Date of appointment
30 October 2019
External Appointments
Ms Sieghart is a Non-Executive Director of the Guardian Media Group
and a Trustee of the Kennedy Memorial Trust and Esmée Fairbairn
Foundation.
Experience and Contribution
Ms Sieghart was formerly a Non-Executive Director of The Merchants
Trust Plc and the Henderson Smaller Companies Investment Trust Plc,
and until 2022 was the Chair of the Investment Committee of the Scott
Trust, overseeing its £1.2bn endowment.
Ms Sieghart is also a consultant, broadcaster and author of
The Authority
Gap: Why Women Are Still Taken Less Seriously Than Men, and What
We Can Do About It
. She is Founding Partner of The Authority Gap
Consultancy. She was formerly Assistant Editor of
The Times
, a Lex
columnist at the
Financial Times
and City Editor of
Today
. She is a
Visiting Professor of King’s Business School and also spent the
academic year 2018–19 as a Visiting Fellow of All Souls College, Oxford.
Last re-elected to the Board
2024
Annual Remuneration
£52,900
*
Shareholding in Company
47,250
Zoe Clements
Audit Committee Chair
Date of appointment
5 July 2023
External Appointments
Ms Clements is a Non-Executive Director of JPMorgan Emerging
Markets Investment Trust Plc and Senior Plc. She is also a
Non-Executive adviser of Travers Smith LLP, a Member of the
SocialInvestment Advisory Committee of the Growth Impact Fund,
and a Trustee of the Money and Mental Health Policy Institute.
Experience and Contribution
Ms Clements is an investment, private equity and finance professional
with over 15 years of board experience, and over 25 years of executive
experience, notably in a private equity context at leading firms including
Palatine Private Equity, Electra Partners, LGV Capital and Royal Bank
ofScotland.
Ms Clements has previously sat on a range of consumer, retail, leisure,
healthcare and professional services boards as a Non-Executive
Director. She qualified as a Chartered Accountant with PwC.
Last elected to the Board
2024
Annual Remuneration
£61,800
*
Shareholding in Company
22,143
A
M
N
I
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
Board of Directors
A
M
N
F
I
A
M
N
F
I
* Current fee with effect from 1 June 2025, for the year ending 31 May 2026.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
John Burgess
Non-Executive Director
Date of appointment
23 November 2016
External Appointments
Mr Burgess is an Independent Member of the Governing Body of the
Royal Academy of Music. He also serves as Non-Executive Director of
GrowUp Group Limited and Loch Lomond Golf Club Limited.
Experience and Contribution
Mr Burgess has over 20 years’ experience within private equity, following
eight years with the Boston Consulting Group in Paris and London,
where he became a Partner. Subsequently, he held senior roles with
F&C Ventures Ltd and Candover Investments Plc before co-founding
BC Partners (formerly Baring Capital Investors Ltd) in 1986, where he
was a Managing Partner until 2005. While at BC Partners, he held
directorships of a variety of companies across the UK and Continental
Europe.
Since 2005, he has remained actively involved in private equity, as well
as increasing his investment interests in the public markets. Hewas
previously a Director of the Business Growth Fund Plc.
Last re-elected to the Board
2024
Annual Remuneration
£47,100
*
Shareholding in Company
4,042,902
Tim Farazmand
Non-Executive Director
Date of appointment
3 January 2025
External Appointments
Mr Farazmand is currently a Director of Baronsmead Second Venture
Trust Plc and Ricardo Plc and sits on several investment advisory
boards.
Experience and Contribution
Mr Farazmand is a seasoned investment and private equity professional
with over 33 years of executive experience, including senior investment
roles at Lloyds TSB Development Capital, Royal Bank Private Equity
and 3i Plc, and a subsequent nine years of non-executive board
experience. He has previously sat on a range of consumer, trade
association and B2B businesses' boards as Non-Executive Director
andwas the Chair of the British Private Equity and Venture Capital
Association (“BVCA”) in 2014–2015.
Last re-elected to the Board
N/A
Annual Remuneration
£47,100
*
Shareholding in Company
–
Board of Directors
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
Anthony (Tony) Morgan
Non-Executive Director and Chair-designate
Date of appointment
3 January 2025
External Appointments
Mr Morgan is Chair of Private Equity at Bridges Fund Management Ltd.
Experience and Contribution
Mr Morgan is an experienced investment and private equity professional
with 29 years of executive experience. He has held senior investment
roles at a range of financial institutions, including Chief Investment
Officer at British International Investment Plc (formerly CDC Group Plc),
and private equity firms Onex Corporation and Permira. He was also
Managing Director, Private Equity, at the Canada Pension Plan
Investment Board (“CPPIB”) in Toronto, where he oversaw a large
portfolio of private equity investments.
Last re-elected to the Board
N/A
Annual Remuneration
£47,100
*
Shareholding in Company
50,000
Tony Morgan will become Chair of the Board, Nomination
Committeeand Management Engagement Committee with effect
from1 January 2026.
A
M
N
F
I
A
M
N
F
I
A
M
N
F
I
* Current fee with effect from 1 June 2025, for the year ending 31 May 2026.
Pantheon International Plc Annual Report and Accounts 2025
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Candida Morley
Non-Executive Director
Date of appointment
31 January 2025
External Appointments
Ms Morley is currently the Senior Independent Director of the Scottish
National Investment Bank Plc.
Experience and Contribution
Candida Morley is a seasoned private equity, strategy and operations
professional with over 30 years of executive experience. This included
senior roles at private equity firms HgCapital and LDC, as well as earlier
experience at 3i Plc and in strategy at a FTSE 250 Plc. She also has an
extensive track record at senior board level, having worked as part of
around 20 boards to promote shared strategic direction and focused
value creation, and has represented the British Private Equity and
Venture Capital Association ("BVCA") as part of the Wates Corporate
Governance Principles framework. Until November 2024, she was a
Director of UK Government Investments (“UKGI”).
Last re-elected to the Board
N/A
Annual Remuneration
£47,100
*
Shareholding in Company
–
Dame Susan (Sue) Owen
Non-Executive Director
Date of appointment
31 October 2019
External Appointments
Dame Sue chairs the UK Debt Management Office Advisory Board, is
Non-Executive Director at Serco Plc, Pool Re, and DAF NV Supervisory
Board. She is an ad hoc adviser at Flint Global; in pro-bono roles she
chairs the Royal Ballet Governors, is a trustee of Opera Holland Park
andNon-Executive Director at Methera Global start-up.
Experience and Contribution
Dame Sue Owen is an economist with 30 years’ experience in
government, including 14 years at the Treasury. She led the Department
for Digital, Culture, Media and Sport 2013–2019, having also worked in
the British Embassy in Washington DC, No.10 and the Department
forInternational Development, and as Strategy Director General in the
Department for Work and Pensions overseeing a £200bn budget.
Dame Sue has considerable experience of governance, having advised
ministers on board and chair appointments of 45 arm’s-length bodies.
She chaired the Civil Service Charity and was Civil Service Diversity
Champion.
Last re-elected to the Board
2024
Annual Remuneration
£47,100
*
Shareholding in Company
22,500
Rahul Welde
Non-Executive Director
Date of appointment
25 July 2023
External Appointments
Mr Welde is a Non-Executive Director of Entain Plc and is Chair of the
Advisory Board of Migrant Leaders, aUK charity. He also serves in
anadvisory capacity to corporations and technology-led companies
including those at the start-up and scale-up stages.
Experience and Contribution
Mr Welde is a marketing and digital expert. He spent almost 31 years
atUnilever in several senior, international roles including, in his last
executive role, leading digital transformation globally.
Last elected to the Board
2024
Annual Remuneration
£47,100
*
Shareholding in Company
67,293
A
M
N
I
A
M
N
I
Board of Directors
Key
A
Member of the Audit Committee
M
Member of the Management Engagement Committee
N
Member of the Nomination Committee
F
Member of the Finance Sub-Committee
I
Independent of the Manager
A
M
N
F
I
* Current fee with effect from 1 June 2025, for the year ending 31 May 2026.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Some of the matters required to be included in the
Directors’ Report have instead been included in the
Strategic Report, as the Board considers them to be of
strategic importance.
Therefore, a review of the business of the Company
andrecent events and outlook can be found on pages 31
to 42 and information on our sustainability reporting can
befound on page 39. Important events affecting the
Company and that occurred after 31 May 2025 are
included in Note 26 tothe Financial Statements.
TheCompany’s Statement on Corporate Governance,
which forms part of this Directors’ Report, is set out on
pages 55 to 63.
Directors
The names and full biographies of the Directors, as at
thedate of this report, can be found on pages 46 to 49.
MrTim Farazmand, Ms Candida Morley and Mr Tony
Morgan were appointed to the Board during the year;
Messrs Farazmand and Morgan with effect from
3January 2025and Ms Morley with effect from
31January 2025. MrDavid Melvin retired as a
Directorduring the year, witheffect from 16 October
2024.All other Directors served throughout the year.
Asat 31May 2025 and the date of this report, the Board
of Directors of the Company comprised five male
Directorsand four female Directors.
Apart from Mr Burgess, all Directors willretire and stand
for election or re-election at the Company’s Annual
General Meeting (“AGM”) on 15October 2025.
MrBurgess will retire at the AGM. Further details
regarding the selection and appointment of Directors,
including the Company’s position on diversity, can be
found on pages 55 and61.
There are no agreements between the Company and
itsDirectors concerning any compensation for their loss
ofoffice. The rules concerning the appointment and
replacement of Directors are set out in the Company’s
Articles of Association. Any amendments to the Articles
ofAssociation must be made by special resolution at a
general meeting of the shareholders.
The Board consists solely of Non-Executive Directors
andno one individual has unfettered powers of decision.
The Board has put in place levels of corporate governance
which it believes are appropriate for an investment trust
and to enable the Company to comply with the AIC Code
of Corporate Governance (“the AIC Code”) published
inFebruary 2019. The Board’s compliance with the
AICCode is detailed in the Statement on Corporate
Governance.
Board gender distribution
Male
Female
Directors’ Report
The Directors are pleased to
present their report, together
with the audited Financial
Statements of the Company for
the year ended 31 May 2025.
John Singer
Chair
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Share capital
The rights attaching to the Company’s shares are set out
in the Company’s Articles of Association. Each holder of
ordinary shares is entitled, on a show of hands, to one vote
and, on a poll, to one vote for each ordinary share held.
Authorities given to the Directors at the AGM on
16October 2024 to allot shares, disapply statutory
pre-emption rights and buy back shares will expire at
theforthcoming AGM. In order to take advantage of
theinvestment opportunity offered by the discount to
netasset value (“NAV”) on the shares, during the year to
31May 2025, 17,828,887 shares, representing 3.8%
ofthe called-up share capital and a nominal value of
£1,194,535.43, were bought back for an aggregate amount
of £53,513,767 (excluding costs and stamp duty) and
subsequently cancelled. As at 31 May 2025, authority
to buy back a further 54,471,680 shares remained.
The Company’s ordinary shares are freely transferable.
However, the Directors may refuse to register a transfer
ofshares held in certificated form which are not fully
paidunless the instrument of transfer is (i) lodged,
dulystamped at the Company’s registered office,
accompanied by the relevant share certificate(s) and such
other evidence (if any) as the Directors may reasonably
require to show the right of the transferor to make the
transfer; and (ii) not in favour of more than four persons
jointly. The Directors may decline to register a transfer of
an uncertificated share in the circumstances set out in
theUncertified Securities Regulations 2001 and where,
inthe case of a transfer to joint holders, the number of
jointholders to whom the uncertificated share is to be
transferred exceeds four. If the Directors decline to
register a transfer, they are required to send notice of
therefusal to the transferee within two months, giving
reasons for their decision.
Unless the Directors determine otherwise, a holder of
ordinary shares will cease to be entitled to attend or voteat
general meetings of the Company or on any poll ifhe/she
fails to comply with a request by the Company to provide
details of any interest held by any person in his/her
ordinary shares within 14 days of the request being made.
Additionally, if the shares represent at least 0.25%, any
dividends payable in respect of the shares will be withheld
by the Company and no transfers of any of the shares held
in certified form will be registered unless the shareholder is
not him/herself in default as regards supplying the
information required (and the Directors are satisfied that
no person in default as regards supplying such information
is interested in any of the shares that are subject of the
transfer) or unless the transfer arises as a result of the
acceptance of a takeover offer or a sale made through a
recognised investment exchange (or any other stock
exchange outside the UK on which the Company’s shares
are normally traded) or is a transfer which the Directors are
satisfied is made in consequence of a sale of the entire
beneficial interest in the shares to a person who is
unconnected with the shareholder and with any other
person appearing interested in the shares.
The Company’s Articles of Association contain additional
provisions enabling the Directors to take certain steps
where ordinary shares are or may be owned, or rights
attaching to such shares may be exercised, by persons in
circumstances which the Directors determine would give
rise to a regulatory burden under certain US securities,
investment and pension laws and regulations.
Save as described above, there are no restrictions
concerning the transfer of securities in the Company or
onvoting rights; no special rights with regard to control
attached to securities; no agreements between holders of
securities regarding their transfer known to the Company;
and no agreements which the Company isparty to that
might affect its control following a successful takeover bid.
The giving of authority to issue or buy back the Company’s
shares requires an appropriate resolution tobe passed by
shareholders. Proposals for the renewal of the Board’s
current authorities to issue and buy backshares will be
setout in the separate 2025 Notice ofAGM.
As at 31 May 2025, the Company had shares in issue as
shown in the table below, all of which were listed on the
official list maintained by the Financial Conduct Authority
(“FCA”) and admitted to trading on the London Stock
Exchange. No shares were held in Treasury at the year
end or as at the date of this Report. The number of shares
in issue and the voting rights as at the date of thisreport
are 443,553,870.
Dividends
No final dividend is being recommended.
17,828,887
shares bought back during
the year, representing
3.8%
of the called-up share capital
Share capital and voting rights
As at the date
ofthis Repor t
As at 31 May
2025
As at 31 May
2024
Number of ordinary shares of 6.7p each in issue
443,553,870 447,784,724 465,613,611
Voting rights attached to each share
1 1 1
Number of shares held in Treasury – – –
Total voting rights 443,553,870 447,784,724 465,613,611
Directors’ Report
82,108,733
shares bought back since start
ofStrategic Review (years to
31 May 2024 and 31 May 2025)
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Investment trust status
The Company has received written approval from
HMRevenue & Customs (“HMRC”) as an authorised
investment trust under Section 1158 of the Corporation
Tax Act 2010. The Directors are of the opinion that the
Company has conducted its affairs in compliance with
such approval and intends to continue doing so.
Financial risk management
The principal financial risks and the Company’s policies
formanaging these risks are set out in Note 24 to the
Financial Statements (on pages 104 to 108).
Management
The Company entered into a Management Agreement
with the Company’s Manager, Pantheon Ventures (UK)
(“Pantheon Ventures”), on 22 July 2014, under which
Pantheon Ventures was appointed as the Company’s
Alternative Investment Fund Manager (“AIFM”) on
theterms of and subject to the conditions of a new
investment Management Agreement (the “Management
Agreement”) between the Company and Pantheon
Ventures. Pantheon Ventures, which is part of the Pantheon
Group, has been approved as an AIFM by theFCA.
The Pantheon Group is one of the world’s foremost private
equity fund investors and has acted as Manager to the
Company since the Company’s inception in 1987.
Under the terms of the Management Agreement,
Pantheon Ventures has been appointed as the sole and
exclusive discretionary manager of all the assets of the
Company and to provide certain additional services in
connection with the management and administration
ofthe Company’s affairs, including monitoring the
performance of, and giving instructions on behalf of the
Company to, other service providers to the Company.
The Company entered into a Supplemental Agreement
with Pantheon Ventures on 18 April 2017 to align the
Management Agreement with the change to the
Company’s accounting reference date from 30 June
to31May of each year.
The Manager is entitled to a monthly management fee
atan annual rate of:
(i) 1.5% on the value of the Company’s investment
assets up to £150m; and
(ii) 1% on the value of such assets in excess of £150m.
In addition, the Manager is entitled to a monthly
commitment fee of 0.5% per annum on the aggregate
amount committed (but unpaid) in respect of investments,
up to a maximum amount equal to the totalvalue of the
Company’s investment assets.
The Manager is entitled to a performance fee from the
Company in respect of each 12-month calendar period.
No performance fee is payable in respect of the year
ended 31 May 2025 (period ended 31 May 2024: £nil).
Further detail as to how the performance fee is calculated
is set out below.
The performance fee payable in respect of each such
calculation period is 5% of the amount by which the net
asset value at the end of such a period exceeds 110% of
the applicable “high-water mark”, i.e., the net asset value
at the end of the previous calculation period in respect of
which a performance fee was payable, compounded
annually at 10% for each subsequent completed
calculation period up to the start of the calculation period
for which the fee is being calculated. For the calculation
year ended 31 May 2025, the notional performance fee
hurdle is a net asset value per share of 668.0p.
The performance fee is calculated so as to ignore the
effect on performance of any performance fee payable in
respect of the period for which the fee is being calculated
or of any increase or decrease in the net assets of the
Company resulting from any issue, redemption or
purchase of any shares or other securities, the sale of
anytreasury shares or the issue or cancellation of any
subscription or conversion rights for any shares or other
securities and any other reduction in the Company’s
sharecapital or any distribution to shareholders.
The value of investments in, and outstanding commitments
to, investment funds managed or advisedby the Pantheon
Group (“Pantheon Funds”) are excluded in calculating
themonthly management fee and the commitment fee at
the Company level. The Manager has agreed that the total
fees (including performance fees) payable by PIN through
the Company’s investments at the underlying Pantheon
Fund level shall be less than thetotal fees (excluding the
performance fee) that theCompany would have been
charged under the Management Agreement had it
invested directly in all ofthe underlying investments of the
relevant Pantheon Funds instead of through the relevant
Pantheon Funds.
The Management Agreement is capable of being
terminated (without penalty to the Company) by either
party giving two years’ notice in writing. It is capable of
being terminated by the Company (without penalty to
theCompany) immediately if, among other things, the
Manager materially breaches its obligations (and cannot
or does not remedy the breach) or goes into liquidation,
and on six months’ notice if there is a change of control
ofthe Manager or if certain “key man” provisions are
triggered. The Manager has the benefit of an indemnity
from the Company in respect of liabilities arising out of
theproper performance by the Manager of its duties and
Directors’ Report
1.5%
on the value of the Company’s
investment assets up to £150m; and
1%
on the value of such assets in
excess of £150m
Monthly management fee
Pantheon International Plc Annual Report and Accounts 2025
51
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
compliance with instructions given to it by the Board
andan exclusion of liability save to the extent of any
negligence, fraud, wilful default or breach of duty.
Pantheon Ventures sources, evaluates and manages
investments on the Company’s behalf, allocating
investments to the Company, in accordance with
Pantheon’s investment allocation policy, that are in
linewith the strategy agreed with the Board and the
Company’s investment objective and policy.
Under the terms of the Management Agreement, the
Company is entitled to participate in allocations made
bythe Pantheon Group under its secondary investment
programme, in accordance with the allocation basis
agreed from time to time between the Company and
theManager.
An alternative basis for the allocation to the Company
ofsecondary investment opportunities may be applied by
Pantheon in the context of Pantheon Global Secondaries
Fund VII and successor funds. In the event of Pantheon
and the Company being unable to agree any such
alternative allocation basis, Pantheon will cease to be
entitled to any performance fee for calculation periods
following that in which the alternative allocation basis
takes effect and the Company will be entitled to terminate
the Management Agreement (without penalty to the
Company) on six months’ notice.
Continuing appointment of the Manager
The Board keeps the performance of the Manager under
continual review, and the Management Engagement
Committee carries out an annual review of the Manager’s
performance and also considers the terms of the
Management Agreement. The ongoing review of the
Manager includes activities and performance over
thecourse of the year andreview against the
Company’speers.
The Board is of the opinion that it is in the interests of
shareholders as a whole to continue the appointment.
Thereasons for this view are that the investment
performance is satisfactory and the Manager is well
placed to continue to manage the assets of the Company
according to the Company’s strategy. Furtherdetails of
the Board’s engagement with the Manager are set out
onpage 26.
Other service providers
Administrative, accounting and company secretarial
services are provided by Waystone Administration
Solutions (UK) Limited. The Administration Agreement
may be terminated with 12 months’ written notice.
The Board has also appointed BNP Paribas Trust
Corporation UK Limited to act as the Company’s
Depositary (as required by the AIFM Directive)
(the“Depositary”) subject to the terms and conditions of
aDepositary Agreement, as updated in 2022 by a Deed
ofNovation and Amendment, entered into between the
Company, the AIFM and the Depositary. BNP Paribas
Trust Corporation UK Limited has also beenappointed
asCustodian. Full details of the Board’s engagement
withservice providers are set out on page27.
Related party transactions
Related party transactions are disclosed in Note 25 to
theFinancial Statements.
Going concern
The Company’s business activities, together with
thefactors likely to affect its future development,
performance and financial position, are set out in
theStrategic Report and Manager’s Review.
The Directors have made an assessment of going
concern, taking into account the Company’s current
performance and financial position as at 31 May 2025.
Inaddition, the Directors have assessed the outlook,
which considers the potential further impact of ongoing
international conflicts which have brought about increased
geopolitical uncertainties including the disruption to the
global supply chain and increases in the cost of living as a
result, inflation, interest rates and the impact of climate
change on PIN’s portfolio, using the information available
as at the date of issue of these Financial Statements.
The Directors have also considered the Company’s
position with reference to its Investment Trust structure,
itsbusiness model, its business objectives, the principal
risks and uncertainties as detailed on pages 21 to 23
ofthis report and its present and projected financial
position. The Directors have considered the impact of
theCompany’s Capital Allocation Policy in regards to
share buybacks. As part of the overall assessment, the
Directors have taken into account the Manager’s culture,
which emphasises collaboration and accountability,
theManager’s prudent approach to balance sheet
management, and its emphasis on investing with
underlying private equity managers that are focused
onmarket outperformance.
At each Finance Sub-Committee meeting, the Directors
review the Company’s latest cashflow forecasts and other
financial information. The Company’s commitments to
private equity investments are reviewed, together with its
financial resources, including cash held and its borrowing
capability. One-year cash flow scenarios are also
presented and discussed at each meeting.
Directors’ Report
The Directors
have made an
assessment of
going concern,
taking into
account the
Company’s
current
performance
andfinancial
position as at
31May 2025.
Pantheon International Plc Annual Report and Accounts 2025
52
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
PIN’s Balance Sheet is managed to ensure that the
Company can finance its undrawn commitments,
whichare carefully controlled relative to its assets and
available liquidity. This disciplined approach enables
theCompany to withstand periods of volatility such
asthose experienced as a result of the ongoing
international conflicts and periods of historically low
exitand distribution levels.
The Directors have considered downside liquidity
modelling scenarios with varying degrees of decline
ininvestment valuations, decreased investment
distributions and increased call rates, with the worst
beingan extreme downside scenario representing
animpact to the portfolio that is worse than that
experienced during the 2008–2009 global financial crisis.
In the event of a downside scenario, PIN can take steps
tolimit or mitigate the impact on the Balance Sheet,
namely drawing on the credit facility and pausing new
commitments. In addition, subject to the prevailing market
environment, it could raise additional credit or capital, and
sell assets to increase liquidity and reduce outstanding
commitments.
After due consideration of the Balance Sheet, activities
ofthe Company, its assets, liabilities, commitments and
financial resources, the Directors have concluded that
theCompany has adequate resources to continue in
operation for at least 12 months from the approval of the
Financial Statements for the year ended 31 May 2025.
Forthis reason, they consider it appropriate to continue
toadopt the going concern basis in preparing the
FinancialStatements.
Shareholdings
As at 31 May 2025, the Company’s 10 largest shareholders were:
Name Shareholding
% of total
voting rights
Rathbones
41 , 2 9 7, 1 0 3 9.11
BlackRock
19,159,711 4.23
Interactive Investor
17,108,253 3.77
Hargreaves Lansdown, stockbrokers
16,153,264 3.56
Quilter Cheviot Investment Management
15,755,247 3.48
Schroder Investment Management
14,973,185 3.30
Suffolk CC PF
13,850,000 3.05
Contassur Assistance-Conseil
13,101,440 2.89
LGT Capital Partners
12,615,000 2.78
Evelyn Partners 11,251,467 2.48
Major interests in shares
As at 31 May 2025, the Company had received notification of the following disclosable interests in the voting
rights of the Company. This information was correct at the date of notification. It should be noted that these
holdings may have changed since notified to the Company and may not therefore be wholly accurate statements
of actual holdings as at 31 May 2025. However, notification of any change is not required until thenext applicable
threshold is crossed:
Number of
Shareholding
% of total
voting rights
Quilter Plc
23,292,326 4.95
Schroders Plc
22,778,384 4.92
West Midlands PF
1
1 3, 2 2 7, 3 0 6 2.87
1 Notification was received from Wolverhampton City Council as Administering Authority for the West Midlands Pension Fund.
The Company has not received any further notifications in the period from the financial year end to the date of
thisreport.
Directors’ Report
… the Directors …
consider it
appropriate
tocontinue to
adopt the going
concern basis in
preparing the
Financial
Statements.
Pantheon International Plc Annual Report and Accounts 2025
53
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Donations
The Company made no political or charitable donations
during the year (2024: £nil).
Requirements of the Listing Rules
Listing Rule 6.6.4 requires the Company to include certain
information in a single identifiable section of the Annual
Report or a cross-reference table indicating where the
information is set out. The Directors confirm that there
areno disclosures to be made in this regard.
Annual General Meeting (“AGM”)
The Company’s AGM will be held on 15 October 2025,
and explanations of the business proposed at the AGM
will be set out in a separate Notice of Meeting.
Audit information
The Directors who held office at the date of approval of
theReport of the Directors confirm that, so far as they are
aware, there is no relevant audit information of which the
Company’s Auditor is unaware; and each Director has
taken all reasonable steps that he or she ought to have
taken as a Director to make himself or herself aware of
anyrelevant audit information and to establish that the
Company’s Auditor is aware of that information.
Approval
The Directors’ Report has been approved by the Board.
On behalf of the Board
John Singer CBE
Chair
30 July 2025
Directors’ Report
Greenhouse gas emissions
All of the Company’s activities are outsourced to
third parties. As such it does not have any physical
assets, property, employees or operations of its
own and does notgenerate any greenhouse gas or
other emissions or consume any energy reportable
under the Companies Act2006 (Strategic Report
and Directors’ Report) Regulations 2013 or the
Companies (Directors’ Report) and Limited
LiabilityPartnerships (Energy and Carbon
Report)Regulations 2018, implementing the UK
Government’s policy on Streamlined Energy and
Carbon Reporting. Whilst the Company, as a
closed ended investment fund, is currently exempt
from including a statement on compliance with
theTask Force on Climate-related Financial
Disclosures under Listing Rule 11.4.22(R), the
Manager has prepared a Sustainability Report
during the year. This report, which includes a
product-level TCFD report is available on
www.piplc.com/investor-relations/reports-and-
publications/.
See more information
on the PIN website
here:
Further details of the Manager’s approach to
responsible investment practices and sustainability
standards and the Board’s oversight of this can be
found in the Strategic Report on page 39.
Modern Slavery Act
As an Investment Trust which does not provide
goods or services in the normal course of business,
and does not have employees, customers or
turnover, the Company is not in scope of the
Modern Slavery Act (“the Act”). Therefore it is not
required to make any slavery or human trafficking
statement under the Act.
The Company’s own supply chain, which consists
predominantly of professional advisers and service
providers in the financial services industry, is
considered to be low risk in relation to this matter.
Inline with the Act, the Manager reports annually on
the steps taken to ensure that slavery and human
trafficking are not taking place anywhere within
Pantheon’s business or its supply chains.
Pantheon’s Sustainability Policy is aligned with
azero tolerance approach to modern slavery and
trafficking, and both the policy and the modern
slavery statement can be found on Pantheon’s
website (www.pantheon.com).
Pantheon International Plc Annual Report and Accounts 2025
54
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Introduction from the Chair
I am pleased to introduce this year’s Corporate
Governance Statement. In this statement, the Company
reports on its compliance with the AIC Code of Corporate
Governance (the “AIC Code”) and sets outhow the Board
has operated during the past year. The AIC Code, as
published in February 2019, sets out principles and
provisions regarding matters including stakeholder
engagement and the culture of the Company, against
which the Company has reported inthe Strategic Report.
The Company is committed tomaintaining the highest
standard of corporate governance and the Directors are
accountable to shareholders for the governance of the
Company’s affairs.
Statement of Compliance
This statement, together with the Directors’ Responsibility
Statement on page 71, indicates howthe Company
hasapplied the principles of recommended governance
ofthe Financial Reporting Council’s (“FRC”) 2018 UK
Corporate Governance Code (the “UK Code”) and the
AIC Code issued in 2019, which complements the UK
Code and provides aframework of best practice for
investment trusts. TheBoard notes the publication of
the2024 UK Code, which will apply to financial years
beginning on or after 1 January 2025, and confirms
thatithas reviewed the impact of the new UK Code on
theCompany and is making preparations to be able
toreporton compliance.
The Board considers that reporting against the principles
and provisions of the AIC Code, which has been endorsed
by the FRC, provides more relevant information to
shareholders and that by reporting againstthe AIC Code
the Company has met its obligations in relation to the
UKCode and associated disclosure requirements under
paragraph 6.6.6(5) of theListing Rules.
The UK Code is available on the FRC website
(www.frc.org.uk). The AIC Code is available on the
AICwebsite (www.theaic.co.uk) and includes an
explanation of how the AIC Code adapts the principles
and provisions set out in the UK Code to make them
relevant for investment companies.
Throughout the year ended 31 May 2025, the Company
complied with the principles and provisions of the AIC
Code which incorporates the UK Code. The Board
attaches great importance to the matters set out in the UK
Code and strives to apply its principles in a manner that
would enable shareholders to evaluate how the principles
have been applied. However, it should be noted that
where the principles and provisions are related to the role
of the Chief Executive, Executive Directors’ remuneration
and the establishment of a Remuneration Committee,
theBoard considers these principles and provisions not
relevant as Pantheon International Plc is an externally
managed Company with an entirely Non-Executive
Board, and with no employees or internal operations.
Viability Statement
The Viability Statement can be found on page 29.
The Board of Directors
At the start of the year under review, the Board consisted
of seven Non-Executive Directors (four male and three
female). Following the retirement of Mr Melvin in October
2024 and the appointments of Messrs Morgan and
Farazmand and Ms Morley in January 2025, the Board
now consists of nine Non-Executive Directors (five male
and four female). The Company has no employees.
TheBoard can exercise all powers of the Company and
isresponsible for all matters of direction and control of
theCompany.
The Board seeks to ensure that it has the appropriate
balance of skills, experience, ages and lengths of service
among its members. The Directors possess a wide range
of business and financial expertise relevant to the direction
of the Company, and consider themselves to be
committing sufficient time to the Company’s affairs. Brief
biographical details of the Directors, including details of
the experience they bring to the Board and their other
directorships and significant commitments, can be found
on pages 46 to 48.
The appointment of a new Director is always made onthe
basis of a candidate’s merits and the skills/experience
identified by the Board as being desirable to complement
those of the existing Directors. The Board acknowledges
the benefits of greater diversity, including gender and
ethnic diversity, and the Board remains committed to
ensuring that the Company’s Directors bring a wide
rangeof skills, knowledge, experience, backgrounds and
perspectives. A formal process exists for the selection
ofnew Directors to the Company, and the level of
remuneration of the Directors has been set in order to
attract individuals of a calibre appropriate to the future
development of the Company.
A formal induction process has been established for new
Directors which involves the provision of a full induction
pack containing relevant information about the Company.
On appointment to the Board, Directors are fully briefed as
to their responsibilities and are given the opportunity to
talk to the relevant executive members of the Manager
throughout their terms in office.
The terms and conditions of the appointment of the
Non-Executive Directors are set out in letters of
appointment, copies of which are available for inspection
at the registered office of the Company and will be
available at the AGM. None of the Directors has a
contractof service with the Company.
Statement on Corporate Governance
Pantheon International Plc Annual Report and Accounts 2025
55
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Further details on the Company’s purpose, culture and
values can be found in the Strategic Report on page09.
Performance evaluation
Following the year end, in order to review the effectiveness
during the year under review of the Board as a whole,
itsCommittees and individual Directors, an internal
performance evaluation was carried out by the Company
Secretary. Led by the Senior Independent Director, the
evaluation was conducted using tailored questionnaires
structured to analyse Directors’ feedback on Board
composition and effectiveness, the Board’s performance
in relation to shareholder relations and value, governance,
the efficiency of Board and Committee meetings, and to
assess whether the operation of such meetings was
appropriate, as well as any additional information that
maybe required to facilitate better Board discussions.
Responses were collated by the Company Secretary.
Theindependence of the Directors and their ability to
commit sufficient time to the Company’s activities
wasconsidered as part of the evaluation process.
Theperformance of the Chair was similarly evaluated by
the other Directors. Following conclusion of the review,
theCompany Secretary provided a report on the outcome
of the evaluation, a summary of strengths and areas for
development and feedback on how the Board could
improve in each area of assessment. The report
fromtheCompany Secretary was reviewed by the
Nomination Committee as part of its assessment of
Boardperformance.
The results of the evaluation process indicated that the
Board continues to work well and there are no significant
concerns among the Directors about the Board’s
effectiveness. The resulting actions agreed by the
Directors will be monitored during the 2025–26
financialyear.
As a result of the evaluation, the Board is satisfied that all
the current Directors contribute effectively and have the
skills and experience relevant to the leadership and
direction of the Company and recommends the
re-election (or election, as appropriate) of each of the
Directors standing for re-election/election at the AGM.
Board and Committee meeting attendance
The Board has at least six scheduled meetings a year, and more if required. Directors’ attendance at scheduled
Board and Committee meetings held during the year to 31 May 2025 is set out below.
Meetings attended
Scheduled Board
meetings
Scheduled Audit
Committee
meetings
Scheduled
Management
Engagement
Committee
meetings
3
Scheduled
Nomination
Committee
meetings
3
Scheduled
Finance
Sub-Committee
meetings
J.B.H.C.A. Singer CBE
J.D. Burgess
Z. Clements
T.B.N. Farazmand
1
N/A –
A.D. Morgan
1
N/A N/A
C.E. Morley
1
N/A N/A
Dame Sue Owen DCB N/A
M.A. Sieghart N/A
R.A. Welde N/A
D.L. Melvin
2
1 Messrs Farazmand and Morgan were appointed with effect from 3 January 2025 and Ms Morley with effect from 31 January 2025.
While Tim Farazmand became a member of the finance subcommittee on appointment, Mr Morgan and Ms Morley joined the subcommittee
with effect from 16 April 2025.
2 Mr Melvin retired from the Board on 16 October 2025.
3 The Nomination Committee met on three further occasions; once to consider and recommend Messrs Farazmand and Morgan’s appointment
tothe Board and once to consider and recommend Ms Morley’s appointment to the Board. A further meeting took place to discuss routine
agendaitems, discussion of which had been postponed to ensure that sufficient time could be allocated to these. An additional Management
Engagement Committee meetings also took place for this reason.
As well as those meetings detailed in the table above, additional Board meetings were held during the year
toapprove the NAV, to approve the final versions of the Annual and Half-Year Reports and to approve
MsMorley’s appointment.
Statement on Corporate Governance
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
During the year, the Board took a number of actions based
on the Board evaluation undertaken in the previous year.
A schedule of Board priorities was drawn up, setting out
the priorities identified by the Directors, and progress
against these priorities was monitored at Board meetings.
A number of these priorities have been concluded during
the year, including the recruitment of new Directors,
implementation of the Capital Allocation Policy and
appointment of a marketing agency. The ongoing
development of the strategic plan as discussed in the
Chair's Statement covers the majority of the most
pertinent other priorities which are in progress.
Insurance and indemnity provisions
The Board has formalised arrangements under which
theDirectors, in the furtherance of their duties, may take
independent professional advice at the Company’s
expense. The Company has arranged a Directors’ and
Officers’ liability insurance policy which includes cover
forlegal expenses.
The Company’s Articles of Association take advantage
ofstatutory provisions to indemnify the Directors against
certain liabilities owed to third parties even where such
liability arises from conduct amounting to negligence or
breach of duty or of trust. In addition, under the terms of
appointment of each Director, the Company has agreed,
subject to the restrictions and limitations imposed by
statute and by the Company’s Articles of Association,
toindemnify each Director against all costs, expenses,
losses and liabilities incurred in execution of his/her office
as Director or otherwise in relation to such office. Save for
such indemnity provisions in the Company’s Articles of
Association and in the Directors’ terms of appointment,
there are no qualifying third-party indemnity provisions
inforce.
Chair and Senior Independent Director
The Chair leads the Board and is responsible for its overall
effectiveness in directing the affairs of the Company.
MrJohn Singer CBE was deemed to be independent
atthe time of his appointment as Director in 2016 and
asChair in 2022 and, in line with the guidelines of the
AICCode of Corporate Governance, continues tobe
considered independent. He considers himself to have
sufficient time to commit to the Company’s affairs. He has
no significant commitments other than those disclosed
inhis biography on page 46. As discussed in the Chair’s
Statement on page 06, Tony Morgan will succeed
MrSinger as Chair of the Board following his resignation
effective from 31 December 2025. Mr Morgan wasalso
deemed to be independent at the time of his appointment
in January 2025 and, in line with the guidelines of the
AICCode of Corporate Governance, continues to be
considered independent. He considers himself to have
sufficient time to commit tothe Company’s affairs. He has
no significant commitments other than those disclosed in
his biography on page 47.
Mary Ann Sieghart was appointed Senior Independent
Director of the Company at the conclusion of the
Company’s AGM in 2021. She provides a channel for
anyshareholder concerns regarding the Chair and leads
the annual performance evaluation of the Board and
theChair. She has also led the selection process of the
successor of the Chair.
Directors’ independence
In accordance with the Listing Rules that apply to
closed-ended investment entities, and taking into
consideration the AIC Code, the Board has reviewed
thestatus of its individual Directors and the Board as
awhole.
All Directors were considered independent of the Manager
at the time of their appointment and, in line withthe
guidelines of the AIC Code of Corporate Governance,
allcontinue to be considered independent.
Chair and Director tenure/re-appointment
ofDirectors
Following the Company’s inclusion in the FTSE 250 Index
and in accordance with the AIC Code, the Board has
determined that its policy on the tenure of the Chair and
the Directors is that the Chair and all Directors will be
subject to annual re-election at each AGM. Accordingly,
resolutions to re-elect all Directors, apart from Mr Burgess
who will retire, are contained within the 2025 AGM Notice
of Meeting.
Board responsibilities and relationship with
the Manager
The Board is responsible for the determination and
implementation of the Company’s investment policy
andfor monitoring compliance with the Company’s
objectives. At each Board meeting, the Directors follow
aformal agenda to review the Company’s investments
and all other important issues, such as asset allocation,
gearing policy, corporate strategic issues, cash
management, peer group performance, marketing and
shareholder relations, investment outlook and pacing,
revenue forecasts and outlook, to ensure that control is
maintained over the Company’s affairs. The Board
regularly considers its overall strategy and monitors
theshare price and level of discount. As discussed in
theChair's Statement, the Board has considered the
Company's strategy during theyear underreview.
Statement on Corporate Governance
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
The Board is responsible for the strategic and operational
decisions of the Company and for ensuring that the
Company is run in accordance with all regulatory and
statutory requirements. These procedures have been
formalised in a schedule of matters reserved for decision
by the full Board, which has been adopted for allmeetings.
These matters include:
– The maintenance of clear investment objectives,
investment strategy, capital and portfolio management
and risk management policies, changes to which
require Board approval;
– Capital strategy, including terms of new capital issues;
– The monitoring of the business activities of the
Company, including portfolio performance, capital
allocation and annual budgeting; and
– Review of matters delegated to the Manager,
Administrator or Company Secretary.
The management of the Company’s assets is delegated
to Pantheon. At each Board meeting, representatives
ofPantheon are in attendance to present verbal and
written reports covering its activities, the portfolio and
investment performance over the preceding period.
Ongoing communication with the Board is maintained in
between formal meetings. The Manager ensures that
Directors have timely access to all relevant management,
financial and regulatory information to enable informed
decisions to be made and contacts the Board as required
for specific guidance on particular issues. Pantheon has
discretion to manage the assets ofthe Company in
accordance with the Company’s investment objectives
and policies, subject to certain additional investment
restrictions (which may be amended by the Company
from time to time with the consent of the Manager).
Theadditional investment restrictions currently imposed
on the Manager are as follows:
– At the time of making an investment, the aggregate
ofall amounts committed by the Company in respect
ofinvestments (excluding all amounts paid pursuant
tosuch commitments and including any such
commitments in respect of the investment to be made)
shall not exceed 300% of the available cash and loan
resources of the Company without the prior approval
ofthe Board;
– No direct or indirect investment in a single company
shall form more than 5% of the gross value of the
Company at the time the investment is made;
– The amount invested (including amounts committed for
investment) in respect of a single fund shall not exceed
10% of the aggregate of the gross asset value of the
Company and the aggregate outstanding investment
commitments of the Company at the timethe
investment is made;
– The prior approval of the Board is required for an
investment (including investment commitments) in
respect of a single secondary interest in an existing fund
or a portfolio of secondary interests in existing funds
and/or direct investments in one or more companies
exceeding 3% of the net asset value of theCompany
atthe time the investment is made; and
– The prior approval of the Board is required for a direct
investment in a single company exceeding 1% of
thenet asset value of the Company at the time the
investment is made.
The Manager has also agreed that it will obtain the
priorapproval of the Board in relation to any primary
investment in a new fund which is made otherwise than
ona pro rata basis with other Pantheon clients investing
inthe same fund and in relation to any investment in a
vehicle managed by a member of the Pantheon Group,
other than holding, special purpose and feeder vehicles
where no fee is charged by the Pantheon Group.
The Board determines the parameters of investment
strategy and risk management policies within which
theManager can exercise judgement and sets the
investment and risk management strategies in relation
tocurrency exposure. The Company Secretary and
Manager prepare briefing notes for Board consideration
on matters of relevance; for example, changes to the
Company’s economic and financial environment,
statutory and regulatory changes and corporate
governance best practice.
Institutional investors – use of voting rights
The Company has delegated the exercise of its voting
rights to the Manager. Pantheon has a policy of advising
its clients to vote on all corporate actions in relation to
investments and does this on behalf of the Company.
Pantheon consults with the Directors of the Company in
the case of any corporate action where either there is a
conflict of interest between PIN and other Pantheon
clients, or where for any reason the proposed voting is
inconsistent with the advice given to Pantheon’s
otherclients.
Statement on Corporate Governance
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Conflicts of interest
The Articles of Association permit the Board to consider
and, if it sees fit, to authorise situations where a Director
has an interest that conflicts, or may possibly conflict, with
the interests of the Company. A formal system is in place
for the Board to consider authorising such conflicts,
whereby the Directors who have no interest in the
matterdecide whether to authorise the conflict and
anyconditions to be attached to such authorisations.
Theprocess in place for authorising potential conflict
ofinterest has operated effectively during the year.
The Directors are able to impose limits or conditions
whengiving authorisation if they think this is appropriate
inthe circumstances. A register of potential conflicts is
maintained by the Company Secretary and is reviewed
ateach Board meeting, to ensure that any authorised
conflicts remain appropriate. Directors are required to
confirm at these meetings whether there has been any
change to their position.
The Directors must also comply with the statutory rules
requiring company directors to declare any interest in
anactual or proposed transaction or arrangement with
theCompany.
The above process for authorising potential conflicts
ofinterest has operated effectively during the year.
Committees of the Board
The Board has appointed a number of Committees,
asset out in the following text, to which certain Board
functions have been delegated. Each of these
Committees has formal writtenterms of reference which
clearly define their responsibilities, and these can be
inspected at the registered office of the Company and
viewed on the Company’s website (www.piplc.com).
The Audit Committee comprises the whole Board. Zoe Clements, whois the Chair
ofthe Audit Committee, is a qualified Chartered Accountant and contributes her
knowledge and experience to the AuditCommittee. Itis felt by the Committee
thatshe is sufficiently qualified for the position of Chair of the Audit Committee.
John Singer is an investment and financial professional with over30 years of
experience in private equity, and it is considered appropriate for the Chair of
theCompany to be a member of the Audit Committee as he provides a valuable
contribution to the deliberations of the Committee. Similarly, when MrTony Morgan
assumes the position of Chair of the Board, the intention is for him to remain a
member of theAudit Committee for similar reasons.
The Audit Committee met on four occasions during theyear ended 31May 2025.
Itis intended that the Committee will continue to meet at least three times to carry
out its responsibilities, including the review of the Half-Yearly Report, review of year
end valuation of investments and to recommend the Company's Annual Report
and Accounts to the Board.
The Report of the Audit Committee can be found on pages 64 to 67.
Statement on Corporate Governance
A finance subcommittee of the Board, chaired by MsClements and comprising
Messrs Singer, Farazmand, Morgan, Burgess and Ms Morley, was previously
established to discuss the Company'scredit facility requirements, private
placement loan issuance and Capital Allocation Policy and to make
recommendations to the Board.
During the year, the subcommittee was formalised further by adopting terms
ofreference, which have been approved by the Board and are available on the
Company’s website.
The subcommittee held three scheduled meetings during the year, todiscuss
cashflows, gearing and covenants, the investment and operating budgets and the
capital allocation policy including share buyback allocations. A number of ad hoc
meetings were also scheduled to discuss the aforementioned subjects in further
detail or following updates received from advisers.
Audit Committee
Finance subcommittee
£
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
The Nomination Committee comprises all Directors andischaired by
MrJohn Singer CBE, except when thesuccession of the Chair is being considered.
TheNomination Committee met four times during theyear under review.
The role of the Nomination Committee is to undertake theformal process of
reviewing the balance, effectiveness and diversity of the Board and to consider
succession planning, identifying the skills and expertise needed to meet the
futurechallenges and opportunities facing the Company, andthose individuals who
might best provide them. The Nomination Committee, as and when necessary,
makesrecommendations to the Board with regard to the criteria for future Board
appointments and the methods of selection. It also considers and reviews the
appointment of a Senior Independent Director, membership of the Board’s
Committees, andthe re-appointment of those Directors standing for re-election
atAGMs.
In addition, the Nomination Committee is responsible for assessing the time
commitment required for each Board appointment and ensuring that the present
incumbents have sufficient time to devote to their role, and for reviewing the
Directors’ performance appraisal process.
As part of ongoing succession planning, the Nomination Committee ensures that
all Board appointments are subject to a formal, rigorous and transparent procedure.
The Company seeks to ensure that any Board vacancies are filled by the most
qualified candidates based on objective criteria and merit and in the context of the
skills, knowledge and experience that are needed for the Board to be effective.
TheBoard supports diversity and inclusion at Board level and encourages
candidates from all educational backgrounds and walksof life.
During the year, the Nomination Committee reviewed the Company's Diversity
Policy and satisfied itself that the Board has a balance of skills, qualifications
andexperience which are relevant to the Company. During the year, MrTim
Farazmand, Mr Tony Morgan and Ms Candida Morley were appointed as
Non-Executive Directors following a recruitment process in which the Company
was assisted by Sapphire Partners, an independent external consultancy with
noconnection to theCompany or individual Directors. The recruitment process was
focused on strengthening the private equity experience of the Board, in light of the
length of tenure of both Mr Singer CBE and Mr Burgess. In addition, the search was
focused on identifying a suitable successor for Mr Singer CBE as Chair of the Board
and two of its Committees. Mr Farazmand, Mr Morgan and Ms Morley each bring
awealth of experience in the private equity sector. The Nomination Committee
(excluding Mr Singer) met after the year end to receive a presentation from
MrMorgan, who had been identified by his fellow Directors as a suitable candidate
for the position ofChair. After discussions with Mr Singer CBE and Mr Morgan, the
Committee recommended and the Board agreed that Mr Singer CBE would retire
with effect from 31 December 2025 and that Mr Morgan would become Chair.
Statement on Corporate Governance
As the Company has no employees and the Board is
composed solely ofNon-Executive Directors, it is
notconsidered necessary to have a Remuneration
Committee. Led by the Senior Independent Director,
itisthe responsibility of the Board as a whole to
determineand approve Directors’ fees, following proper
consideration and having regard tothe industry generally,
the role that individual Directors fulfil in respect of Board
and Committee responsibilities, the time committed to
theCompany’s affairs andremuneration levels generally
within the investment trust sector. EachDirector takes no
part in discussions concerning their own remuneration.
Detailed information on the remuneration arrangements
for the Directors of the Company canbe found in the
Directors’ Remuneration Report on pages 68 to 70.
Nomination Committee
Remuneration Committee
The Management Engagement Committee comprises allthe Directors and is
chaired by Mr John Singer CBE. The Management Engagement Committee met
on two occasions duringthe year under review.
The Board keeps the performance of theManager under continual review.
Inaddition, in accordance with the requirements of the AIC Code, the Management
Engagement Committee reviews the performance of the Manager’s obligations
under the Management Agreement and considers the need for any variation to the
terms of this Agreement on an annual basis.
The Management Engagement Committee then makes a recommendation to the
Board about the continuing appointment of theManager under the terms of the
Management Agreement.
The Management Engagement Committee also reviews annually the performance
of the Company Secretary, theCustodian, the Depositary and the Registrar and
any matters concerning their respective agreements with theCompany.
Management Engagement Committee
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Gender identity or sex
Number of Board
members
Percentage on
the Board
Number of senior
positions on
the Board
1
Men 5 56 1
Women 4 44 1
Not specified/prefer not to say – – –
Ethnic background
Number of Board
members
Percentage on
the Board
Number of senior
positions on
the Board
1
White British or other white
(including minority white groups)
7 78 2
Mixed/Multiple ethnic groups 1 11 0
Asian/Asian British 1 11 0
Black/African/Caribbean/
Black British
0 0 0
Other ethnic group, including Arab 0 0 0
Not specified/prefer not to say 0 0 0
1 As Listing Rule 6.6.6 (9) (ii) includes only the positions of Chair, Chief Executive, Senior Independent Director
and Chief Financial Officer in this category, only those positions have been included in the table above. However,
as the Company is an externally managed investment trust without employees, the Company considers the
position of Audit Committee Chair as a senior position in addition to those reported above. Thissenior role is
currently performed by a white woman.
The data in the above tables was collected through self-reporting by the Directors, who
were asked to indicate which of the categories specified in the prescribed tables were
most applicable to them.
Statement on Corporate Governance
Diversity
The Board acknowledges and welcomes the
recommendations from the Hampton-Alexander
Reviewon gender diversity on boards and the Parker
Review regarding ethnic representation on boards.
TheHampton-Alexander Review recommended a
minimum of 40% female representation on all FTSE 350
companies by the end of 2025. The Company exceeded
this recommendation during the year, having 44% women
on the Board as at 31 May 2025. The Board has also
exceeded the target of the Parker Review, which
recommended that by December 2024 all FTSE 350
companies have at least one person from a minority
ethnic group on its Board.
The Board notes the FCA rules on diversity and inclusion
on company boards, namely that from accounting periods
commencing on or after 1 April 2022 included in Listing
Rule 6.6.6 (9)–(11):
– At least 40% of individuals on the Board to be women;
– At least one senior Board position to be held by a
woman; and
– At least one individual on the Board to be from a
minority ethnic background.
The Board complies with each of the three diversity
targets set in the Listing Rules. In accordance with Listing
Rule 6 Annex 1, the following tables, in prescribed format,
show the gender and ethnic backgrounds of the Directors
at the year end.
Diversity policy
The Board acknowledges the benefits of diversity,
including diversity of age, gender, ethnicity, sexual
orientation, disability, educational, professional and
socio-economic background, cognitive and personal
strengths, and remains committed to ensuring that the
Company’s Directors bring a widerange of skills,
knowledge, experience, backgrounds and perspectives
tothe Board and theCommittees.
All appointments are made on merit against objective
criteria in the context of the overall balance of skills and
backgrounds that the Board needs to maintain in order
toremain effective.
The Board does not feel that it would be appropriate
tosettargets as all appointments must be made on
merit.However, diversity generally will be taken into
consideration when evaluating the skills, knowledge and
experience desirable to fill each vacancy. TheBoard has
established the following objectives for achieving diversity
on the Board and the Committees:
– All appointments will be made on merit, in the context of
the skills, knowledge and experience that are needed for
the Board and the Committees to be effective; and
– Longlists of potential non-executive directors should
include diverse candidates of appropriate merit.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Internal control review
The Directors acknowledge that they are responsible for
the Company’s risk management and systems of internal
control and for reviewing their effectiveness.
An ongoing process, in accordance with the guidance
provided by the FRC on risk management, internal control
and related finance and business reporting, hasbeen
established for identifying, evaluating and managing risks
faced by the Company. This process, together with key
procedures established with a view to providing effective
financial control, has been in place throughout the
yearand up to the date the Financial Statements
wereapproved. Full details of the principal risks and
uncertainties faced by the Company can be found on
pages 21 to 23.
The risk management process and systems of internal
control are designed to manage, rather than eliminate,
therisk of failure to achieve the Company’s objectives.
Itshould be recognised that such systems can only
provide reasonable, rather than absolute, assurance
against material misstatement or loss.
Internal control assessment process
Regular risk assessments and reviews of internal controls
and the Company’s risk appetite are undertaken by the
Board in the context of the Company’s overall investment
objective. The Board, through delegation to the Audit
Committee, has carried out a robust assessment and
review of the emerging and principal risks facing the
Company. The review covers the key business,
operational, compliance and financial risks facing the
Company. In arriving at its judgement ofwhat risks
theCompany faces, the Board has considered the
Company’s operations in the light of thefollowing factors:
– The nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective:
– The threat of such risks becoming a reality;
– The Company’s ability to reduce the incidence
andimpact of risk on its performance;
– The cost to the Company and benefits related to
thereview of risk and associated controls of the
Company; and
– The extent to which third parties operate the
relevantcontrols.
Given the nature of the Company’s activities and the fact
that most functions are sub-contracted, the Directors
have obtained information from key third-party suppliers
regarding the controls operated by them. To enable
theBoard to make an appropriate risk and control
assessment, the information and assurances sought
fromthird parties include the following:
– Details of the control environment;
– Identification and evaluation of risks and control
objectives;
– Assessment of the communication procedures; and
– Assessment of the control procedures operated.
There were no significant matters of concern identified
inthe Board’s review of the internal controls of its
third-party suppliers.
The following are the key components which the
Company has in place to provide effective internal control:
– The duties of investment management, accounting and
custody of assets are segregated. The procedures of
the individual parties are designed to complement
oneanother.
– Investment management is provided by Pantheon
Ventures (UK) LLP. The Board is responsible for
theimplementation of the overall investment policy
andmonitors the actions of the Manager at regular
Board meetings.
– BNP Paribas Trust Corporation UK Limited (previously
BNP Paribas Securities Services, London Branch) has
been appointed as Depositary. Custody of assets is
also undertaken by BNP Paribas Trust Corporation
UKLimited as the Company’s Custodian for equities
andbonds.
– The provision of administration, accounting and
Company secretarial duties is the responsibility of
Waystone Administration Solutions (UK) Limited.
– The provision of registration services is provided
byMUFG Corporate Markets as Registrar of the
Company.
Statement on Corporate Governance
The Board,
through
delegation
to the Audit
Committee,
has carried
out a robust
assessment and
review of the
emerging and
principal risks
facing the
Company.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
– The Directors of the Company clearly define the duties
and responsibilities of their agents and advisers in the
terms of their contracts. The appointment of agents and
advisers is conducted by the Board after consideration
of the quality of the parties involved; theBoard, via the
Management Engagement Committee, monitors their
ongoing performance andcontractual arrangements.
– Mandates for authorisation of investment transactions
and expense payments are set by the Board.
– The Board reviews detailed financial information
produced by the Manager and the Administrator on
aregular basis.
The Company does not have an internal audit function.
Allof the Company’s management functions are
delegated to independent third parties whose controls are
reviewed by the Board. It is therefore felt that there is no
need for the Company to have an internal audit function.
This need is reviewed periodically.
In accordance with guidance issued to directors of listed
companies, and in order to prepare to be able to report
compliance with the 2024 AIC Code of Corporate
Governance, the Directors have carried out a review ofthe
effectiveness of the various systems of internal controls as
operated by the Company’s main service providers during
the year and found there to be no matters of concern.
Company Secretary
The Board has direct access to the advice and services
ofthe Company Secretary, Waystone Administration
Solutions (UK) Limited, who is responsible for ensuring
that Board and Committee procedures are followed
andthat applicable regulations are complied with.
The Company Secretary is also responsible to the
Boardfor ensuring the timely delivery of information
andreports and for ensuring that statutory obligations
ofthe Company are met.
Dialogue with shareholders
Communication with shareholders is given a high priority
by the Board and the Manager, and all Directors are
available to enter into dialogue with shareholders.
TheChair has held a number of meetings with
shareholders during the year. All shareholders are
encouraged to attend and vote at the AGM, during which
the Board and the Manager are available to discuss
matters affecting the Company, and shareholders have
the opportunity to address questions to the Manager,
theBoard and the Chairs of the Board’s Committees.
Ateach AGM, a presentation is given by the Manager
toall shareholders present.
There is regular dialogue with institutional shareholders
and a structured programme of shareholder presentations
by the Manager to institutional investors taking place
following publication of the Annual and Half-Yearly results.
A detailed list of the Company’s shareholders is reviewed
at each Board meeting. The Company has also put in
place a PR programme designed to promote the benefits
that it canprovide to an investor’s portfolio.
The Half-Yearly and Annual Reports of the Company are
prepared by the Board and its advisers to present a full
and readily understandable review of the Company’s
performance. Copies are dispatched to shareholders
bymail or electronically as requested and are also
available on the Company’s website: www.piplc.com.
TheCompany always responds to communications from
shareholders. Shareholders wishing to communicate
directly with the Board should contact theCompany
Secretary by email to pip_cosec@cm.mpms.mufg.com
or by writing to the registered office shown on page 129,
who will arrange for the relevant Board member to
contact them.
Further details of our engagement with all of the
Company’s stakeholders and how the Board has regard
to those stakeholders in the Board’s decision-making
processes are set out in the StrategicReport on
pages 24 to 28.
On behalf of the Board
John Singer CBE
Chair
30 July 2025
Statement on Corporate Governance
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Role of the Audit Committee
Clearly defined terms of reference, which were reviewed
and updated during the year, have been established by
the Board. The primary responsibilities of the Audit
Committee are:
– To monitor the integrity of the Financial Statements,
thefinancial reporting process and the accounting
policies of the Company;
– To review the effectiveness of the internal control
environment of the Company and its reporting
processes and to monitor adherence to best practice
incorporate governance;
– To make recommendations to the Board in relation to
the re-appointment of the Auditor and to approve the
Auditor’s remuneration and terms of engagement,
including scope of work;
– To review and monitor the Auditor’s independence and
objectivity and the effectiveness of the audit process;
and
– To provide a forum through which the Company’s
Auditor reports to the Board.
During the year, the responsibilities of the finance
subcommittee (as discussed on page 59) have
beenformalised. The finance subcommittee reports
toandsupports the Audit Committee and makes
recommendations to it and the Board on matters such
ascapital allocation, budgets and gearing. The Audit
Committee has direct access to the Company’s Auditor,
Ernst & Young (“EY”), and representatives of EYattend
each Audit Committee meeting.
Matters considered in the year
We met on four occasions during the year ended 31 May
2025. At those meetings, the Audit Committee has:
– Reviewed and agreed the half-year and year-end
portfolio valuation and the net asset values;
– Reviewed the Company’s Financial Statements
forthehalf year and year end and made formal
recommendations to the Board;
– Reviewed the Company’s going concern and
viabilitystatements;
– Reviewed the internal controls and risk management
systems of the Company andits third-party service
providers;
– Agreed the audit plan with the Auditor, including the
principal areas of focus;
– Reviewed and discussed the assessment of the
effectiveness of the external audit process for the
yearended 31 May 2024;
– Considered potential risks to audit quality;
– Discussed responses to a letter received from the
Financial Reporting Council (“FRC”) as discussed below;
– Reviewed compliance with the FRC's minimum
standard for Audit Committees, as discussed below;
– Discussed the Manager's whistleblowing policy with
representatives of the Manager (noincidents were
reported during the period); and
– Reviewed our own performance as a Committee and
recommended updated terms of reference to the Board.
I am pleased to present the
Audit Committee Report for
the year ended 31 May 2025.
The Audit Committee
comprises myself, as Chair,
andthe entire Board,
who are all independent
Non-Executive Directors.
Zoe Clements
Audit Committee Chair
Audit Committee members
consider that, individually and
collectively, they are each
independent and appropriately
experienced to fulfil the role
required withinthe sector in
whichthe Company operates.
Theconstitution and
performance of the Audit
Committee are reviewed
onaregular basis.
Further details about the
composition of the Audit
Committee are set out on
page59.
Audit Committee Report
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
An important part of our role is to provide non-executive
oversight so as to ensure appropriate focus on high-quality
corporate reporting. In March 2025, the Corporate
Reporting Review department of the Financial Reporting
Council (“FRC”) advised that our Annual Report for
theyear ended 31 May 2024 had been subject to their
review. Further information was requested regarding the
Company’s valuation of direct investments and related
disclosures. Our responses were noted by the FRC,
weagreed to enhance the definition of direct investments
and to clarify the valuation techniques and assumptions
used to value these investments in the Company’s next
Annual Report and Accounts, and their review was closed
inApril 2025. Enhancements have been made toour
disclosures in this Annual Report in relation to the
valuation procedures for “direct investments” (defined
inthe Glossary of Terms on page 127 to improve clarity
and understanding. The FRC’s role is to consider
compliance with the reporting requirements, rather than
toverify the information presented. Consequently, the
FRC review does notprovide assurance that the 2024
Annual Report and Accounts are correct in all material
respects.
The principal issues considered by the Committee were
as follows:
A. Valuation process
Discussions have been held with the Manager about the
valuation process, ownership of assets and the systems in
place at Pantheon to ensure the accuracy of the valuation
of the Company’s portfolio.
The Audit Committee has received reassurances about
the robustness of the Manager’s valuation system from
Pantheon, including a memorandum setting out the
valuation process and the basis for underlying valuations.
As Chair of the Audit Committee I attend the PIN
Valuation Committee meetings twice each year and
ensure that theManager provides a report on these to
theAudit Committee.
In addition, the Audit Committee discussed the outputs
ofPantheon’s Investment Valuation Committee and
Pantheon’s processes and internal controls around the
investment valuation process.
B. Undrawn commitments
As an investor in private equity, the Company has
outstanding commitments to fund investments.
The Audit Committee reviewed the level of undrawn
commitments as part of its analysis of the Company's
going concern and long-term viability.
C. Going concern and long-term viability
The Committee considered the Company’s viability
andmade recommendations to the Board on whether
itwas appropriate to prepare the Company’s Financial
Statements on the going concern basis. The Board’s
conclusions are set out on pages 29, 52 to 53 and Note1b
on page 85.
D. Maintenance of investment trust status
The Manager and Administrator have reported to the
Committee to confirm continuing compliance with the
requirements for maintaining investment trust status.
Theposition is also discussed with the Auditor as part
ofthe audit process.
E. Internal controls
The Audit Committee has reviewed and updated, where
appropriate, the Company’s risk matrix. This document
isreviewed by the Audit Committee at least every
sixmonths. It is satisfied with the extent, frequency and
quality of the reporting of the Manager’s monitoring to
enable the Audit Committee to assess the degree of
control of the Company and the effect with which risk
ismanaged and mitigated. The Audit Committee has
received reports on internal controls from each of its
service providers.
No incidents of significant control failings or weaknesses
have been identified during the year ended 31 May 2025,
within the Company or its third-party suppliers,
including Pantheon.
The Company does not have an internal audit function
assubstantially all of its day-to-day operations are
delegated to third parties, all of whom have their own
internal control procedures. The Audit Committee
discussed whether it would be appropriate to establish
aninternal audit function and agreed that the existing
system of monitoring and reporting by third parties
remains appropriate and sufficient.
An important
part of our role
isto provide
non-executive
oversight so
as to ensure
appropriate focus
on high-quality
corporate
reporting.
Audit Committee Report
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
The FRC’s Minimum Standard for Audit
Committees
During the year, the Audit Committee also continued
toreview the Company’s compliance with the
FRC’sMinimum Standard for Audit Committees
(the“Minimum Standard”). While the Minimum
Standard hasyet to become mandatory, the Committee
monitors compliance and has taken additional action
wherenecessary, including updating its terms of
referenceand diarising certain matters for discussion.
External audit
The Audit Committee monitors and reviews the
effectiveness of the external audit process for the
publication of the Annual Report and makes
recommendations to the Board on the re-appointment,
remuneration and terms of engagement of the Auditor.
During the year, the Committee specifically raised a
number of matters for discussion with the external auditor.
These matters included the enhancements to the
disclosures in the Annual Report in response to the FRC
letter, the robustness of the valuation process and the
length of the period covered by the Company's viability
statement. The Committee considers that it provides a
robust challenge to the external auditor, and vice versa.
Audit fees
The audit fee incurred for the review of the 2025
AnnualReport and Audit was £153,000 (31 May 2024:
£149,000). The Audit Committee continues to monitor
the level of audit fees carefully.
Non-audit fees/independence and objectivity of
theAuditor
The Audit Committee reviews the scope and nature of
allproposed non-audit services before engagement,
toensure that the independence and objectivity of the
Auditor are safeguarded. The Board’s policy is that
non-audit services may be carried out by the Company’s
Auditor unless there is a conflict of interest or someone
else is considered to have more relevant experience.
Non-audit services amounting to £47,000 were provided
during the year ended 31 May 2025 (31 May 2024:
£46,000), relating to the review of the Half-Yearly
Report.The ratio of non-audit to audit fees is 31%.
TheAudit Committee believes that it is appropriate for
theCompany’s Auditor to provide these services to
theCompany as these services are audit-related.
The Audit Committee has received assurances from
theAuditor that its independence is not compromised
bythe supply of these services.
Effectiveness of external audit process
The Audit Committee meets at least twice a year with the
Auditor. The Auditor provides a planning report in advance
of the annual audit, a report on the annual audit and a
report on their review of the half-year Financial Statements.
The Audit Committee has an opportunity to question and
challenge the Auditor in respect of each of these reports.
In addition, at least once a year, the Audit Committee has
an opportunity to discuss any aspect of the Auditor’s work
with the Auditor in the absence of the Manager. After each
audit, the Audit Committee reviews the audit process
andconsiders its effectiveness based on input received
fromthe various parties involved in theaudit through
questionnaires. Theassessment includes anassessment
of the Auditor’s ability to exercise professional scepticism
and challenge.
During its review, the Committee assesses the Auditor's
effectiveness by:
– Reviewing the overall audit process and the audit
procedures taken to address the identified principal
issues;
– Considering feedback on the audit provided by the
Manager and Waystone Administration Solutions (UK)
Limited; and
– Reviewing the experience and continuity of the audit
team, including the audit partner.
Continuing appointment of the Auditor
EY was appointed as the Company’s Auditor at the
AGMin 2019 and this is therefore the sixth audit of the
Company’s Financial Statements since its appointment.
A competitive tender must be carried out by the Company
at least every 10 years. A tender was last carried out by the
Company during the year ending 31 May 2019 and the
Company is therefore required to carry out a tender no
later than thefinancial year ending 31 May 2029. Ethical
standards generally require the rotation of the lead audit
partner every five years and as a result, thecurrent lead
audit partner, Sarah Langston, was appointed for the year
under review.
The Committee monitors the Company’s relationship
withthe Auditor and has discussed and considered its
independence and objectivity. The Auditor also provides
confirmation that it is independent within the meaning of
all regulatory and professional requirements and that
objectivity of the audit is not impaired. The Committee is
therefore satisfied that EY was independent, especially
considering the term of appointment to date, and will
continue to monitor this position.
Number of years external Auditor
has been in place:
6
Number of years the lead audit
partner has been in place:
1
Audit Committee Report
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Following the completion of the 2024 audit, the
Committee reviewed EY’s effectiveness in line with its
usual process, as described on the previous page.
The Committee has considered the principal issues
identified by the audit team during the audit of the
Financial Statements for the year. The feedback provided
by the Manager regarding the audit team’s performance
on the audit was positive. The Auditor demonstrated a
good understanding of the Company, and had identified
and focused on the areas of greatest financial reporting
risk. Itsreporting to the Audit Committee was clear,
openand thorough. The Committee is satisfied that the
Auditor has demonstrated professional scepticism and
appropriately challenged management’s judgements
relating to the valuations of unlisted investments.
TheCommittee acknowledged that the audit team,
including the audit partner, comprised staff with
appropriate levels of knowledge and experience of
theinvestment trust and private equity sectors.
On the basis of these factors and assessments, the
Committee has concluded that the external audit process
has been effective. Taking into account the performance
and effectiveness of the Auditor and the confirmation of
their independence, the Committee hasrecommended
tothe Board that a resolution to re-appoint EY as Auditor
be put to shareholders at the forthcoming AGM. EY has
confirmed its willingness tocontinue in office.
CMA Order
The Company complied throughout the year ended
31May 2025 with the provisions of the Statutory Audit
Services Order 2014, issued by the Competition and
Markets Authority (“CMA Order”).
Fair, balanced and understandable
As a result of the work performed, the Audit Committee
has concluded that the Annual Report for the year ended
31 May 2025, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy, and has
reported on these findings to the Board.
Zoe Clements
Audit Committee Chair
30 July 2025
… the Audit
Committee has
concluded that
the Annual
Report for the
year ended
31May 2025,
taken as a
whole,is fair,
balanced and
understandable …
Audit Committee Report
Pantheon International Plc Annual Report and Accounts 2025
67
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Directors’ fees for the year (audited)
Fees Percentage change (%)*
Year to
31 May 2025
£
Year to
31 May 2024
£ 2024–2025 2023–2024 2022–2023 2021–2022 2020–2021
J.B.H.C.A. Singer CBE (Chair)
86,382 84,000 2% 26%
1
63%
1
2% 10%
Z. Clements
54,616 40,424 22%
2
N/A
3
N/A N/A N/A
M.A. Sieghart
51,109 50,107 2% 8%
4
14%
4
2% 10%
J.D. Burgess
45,489 44,598 2% 3% 6% 2% 10%
T.B.N. Farazmand
18,837 N/A
5
N/A
5
N/A N/A N/A N/A
A.D. Morgan
18,837 N/A
5
N/A
5
N/A N/A N/A N/A
C.E. Morley
15,338 N/A
5
N/A
5
N/A N/A N/A N/A
Dame Sue Owen DCB
45,489 44,598 2% 3% 6% 2% 10%
R.A. Welde 45,489 38,023 2% N/A
3
N/A N/A N/A
D.L. Melvin
6
22,657 58,534 N/A 3% 6% 2% 36%
6
Tot al 404,243 360,284
* The average percentage change over the previous financial years. Fee increases for
Directors who were appointed during a year were calculated on a pro rata basis, in order
toprovide a meaningful figure.
1 Mr Singer CBE was appointed as Chair of the Board on 18 October 2022, resulting in a
higher fee from this date.
2 Ms Clements was appointed as Chair of the Audit Committee in October 2024, resulting
inahigher fee from this date.
3 Ms Clements joined the Board on 5 July 2023 and Mr Welde joined the Board on 25 July 2023.
4 Ms Sieghart was appointed as Senior Independent Director from 27 October 2021, resulting
in a higher fee from this date.
5 Messrs Farazmand and Morgan joined the Board on 3 January 2025 and Ms Morley joined
the Board on 31 January 2025.
6 Mr Melvin was appointed as Chair of the Audit Committee in April 2020, resulting in a higher
fee from this date. Mr Melvin resigned from the Board with effect from 16 October 2024.
The Board has prepared this report
inaccordance with the requirements
ofthe Large and Medium-sized
Companies and Groups (Accounts
and Reports) (Amendment)
Regulations 2013.
The law requires the Company’s Auditor to audit certain
disclosures provided. Where disclosures have been
audited, they are indicated as such. The Auditor’s opinion
is included in the “Independent Auditor’s Report” on
pages72 to 79.
Statement from the Chair
I am pleased to present the Directors’ Remuneration
Report for the year ended 31 May 2025.
Companies are required to ask shareholders to approve
the annual Remuneration Report, which includes the
annual remuneration paid to Directors, each year and
formally to approve the Directors’ Remuneration Policy
ona three-yearly basis. Any change to the Directors’
Remuneration Policy requires shareholder approval.
Thevote on the Directors’ Remuneration Report is an
advisory vote, while the Directors’ Remuneration Policy
issubject to a binding vote.
A resolution to approve the Remuneration Policy was last
proposed and approved by shareholders at the AGMof
the Company held on 18 October 2022. Assuch, an
ordinary resolution will be proposed at the2025 AGM
toapprove an updated Directors’ Remuneration Policy.
TheRemuneration Policy remains unchanged and
therewill be no significant change in the way that the
Remuneration Policy will be implemented in the course
ofthe next financial year.
A resolution to approve the Remuneration Report was
lastproposed at the AGM of the Company to be held on
16October 2024.
The Board consists entirely of Non-Executive Directors
and the Company has no employees. We have not,
therefore, reported on those aspects of remuneration
thatrelate to Executive Directors.
As explained on page 55, it is not considered appropriate
for the Company to establish a separate Remuneration
Committee. It is therefore the practice for the Board as a
whole to consider and approve Directors’ remuneration.
In accordance with the Company's Remuneration Policy
adopted on 18 October 2022, fees for the Directors are
increased annually, effective from the first day of the
Company’s financial year, at a rate no greater than the rate
of the Consumer Price Index (“CPI”) prevailing at the time.
In line with this policy, fees for the Directors were
increased with effect from 1 June 2025 by the prevailing
CPI of 3.4% as at 31 May 2025.
Directors’ fees for the 12 months to 31 May 2026 are as
set out on page 70.
Directors’ Remuneration Report
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
PIN Ordinary Share Price
MSCI World Total Return (Sterling)
FTSE All-Share Total Return
5,000
2,000
1,000
0
2015
PIN FINANCIAL YEAR
4,000
3,000
2017 2018 2019 2020
2021
2022 20232016 2024 2025
Performance (rebased to 100)
No travel expenses were claimed by the Directors from theCompany during the year
ended 31 May 2025 or as at the date of this Report.
Company performance
The graph below shows the total return to shareholders compared with the total
shareholder returns of the FTSE All-Share Total Return Index and MSCI World Total
Return (Sterling) Index. These indices have been selected as the most relevant,
asthereis no listed index that is directly comparable with the Company’sportfolio.
Relative importance of spend on pay
The table below sets out, in respect of the financial year ended 31 May 2025 andthe
preceding financial period, the total remuneration paid to Directors, themanagement
feeand share buybacks and the percentage change between thetwo periods:
Year to
31 May 2025
£’000
Year to
31 May 2024
£’000
Change
%
Total remuneration paid to Directors
404 360 12.22%
Management fee
26,769 25,674 4.27%
Share buybacks
1
53,514 196,703 -72.79%
Directors’ interests (audited)
There is no requirement under the Company’s Articles of Association or the terms of their
appointment for Directors to hold shares in the Company.
The interests of the Directors and any persons closely associated in the shares of the
Company as at 31 May 2025 are set out below:
31 May 2025
31 May 2024
J.B.H.C.A. Singer CBE (Chair)
436,620 436,620
J.D. Burgess
2
4,042,902 3,07 7, 9 1 0
Z. Clements
22,143 22,143
T.B.N. Farazmand
– N/A
D.L. Melvin
3
105,000 105,000
A.D. Morgan
4
50,000 N/A
C.E. Morley
– N/A
Dame Sue Owen DCB
22,500 22,500
M.A. Sieghart
47,250 47,250
R.A. Welde 67, 2 9 3 67, 2 9 3
There has been no change to the above interests between 31 May 2025 and the date of
this report.
1 Excludes fees and stamp.
2 Includes 3,643,082 shares held
byTheNovember 1990 Trust, a
connected person of Mr Burgess.
3 Held jointly with spouse. Mr David
Melvin retired from the Board on
16October 2024 and the number
ofshares reported for the year to
31 May 2025 represents his holding
asat that date.
4 50,000, held by Julianne Morgan,
aconnected person.
Note: the items listed in the adjacent
tableare asrequired by the Large and
Medium-sized Companies and Groups
(Accounts and Reports) (Amendment)
Regulations 2013ss.20, with the exception
of the management fee, whichhas been
included because the Directors believe that
it will help shareholders’ understanding of
the relative importance of the spend on pay.
The figures for this measure are the same
asthose shown in Notes 3 and 4 to the
FinancialStatements.
Directors’ Remuneration Report
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Voting at the AGM
The Directors’ Remuneration Policy and the Directors’
Remuneration Report for the year ended 31 May 2024
were approved by shareholders at the AGMs held on
18October 2022 and 16 October 2024 respectively.
The votes cast by proxy were as follows:
Remuneration Report
Number
of votes
% of
votes cast
For
195,659,206 99.95
Against
86,613 0.04
At Chair’s discretion
17,9 0 0 0.01
Total votes cast
195,763,719 100.00
Number of votes withheld 143,267 –
Remuneration Policy
Number
of votes
% of
votes cast
For
287,784,289 99.98
Against
54,330 0.02
At Chair’s discretion
– –
Total votes cast
287,838,619 100.00
Number of votes withheld 71,047 –
Directors’ Remuneration Policy
The Directors’ Remuneration Policy (the “Policy”) is put
toshareholders’ vote at least once every three years
andin any year if there is to be a change in the Policy.
Aresolution to approve the Policy was last approved by
shareholders at the AGM held on 18 October 2022 and a
resolution to approve the unchanged Policy will be putto
shareholders at the 2025 AGM.
Directors’ service contracts
None of the Directors has a contract of service with the
Company. Each Director has entered into terms of
appointment as a Non-Executive Director of the Company.
There has been no other contract or arrangement between
the Company and any Director atany time during the
year. Under the Articles of Association, each Director shall
retire and be subject to re-appointment at the first AGM
following appointment, and at least every three years
thereafter. After nine years’ service, Directors are subject
to annual re-appointment. Following the Company’s
inclusion in the FTSE 250, and in accordance with the AIC
Code, all Directors are subject to annual re-election at each
AGM. There are no agreements between the Company
and its Directors concerning compensation for loss of office.
Any views expressed by shareholders on the fees being
paid to Directors would be taken into consideration by
theBoard.
Approval
The Directors’ Remuneration Report was approved by the
Board of Directors and signed on its behalf by:
John Singer CBE
Chair
30 July 2025
The Policy
The Board’s policy is that remuneration of Non-Executive Directors should
reflect the experience of the Board as a whole and is determined with
reference to comparable organisations and appointments. The level of
remuneration has been set in order to attract individuals of a calibre appropriate
to the future development of the Company and to reflect the specific
circumstances of the Company, the duties and responsibilities of the Directors,
and the value and amount of time committed to the Company’s affairs.
There are no performance conditions attaching to the remuneration of
theDirectors as the Board does not believe that this is appropriate for
Non-Executive Directors. The Directors do not receive pension benefits or
share options. Nor do they participate in long-term incentive schemes.
All Directors act in a non-executive capacity, and the fees for their services
are approved by the whole Board. The fees for the Directors are determined
within the limits set out in the Company’s Articles of Association, orany
greater sum that may be determined by ordinary resolution of the Company.
Since 1 June 2021, fees for the Directors are increased annually, effective
from the first day of the Company’s financial year and, since the 2022
AGM, the increase in Directors’ fees will be set at a rate no greater than
the rateof CPI prevailing at the time, with the rate being determined at
thediscretion of the Board.
The Chair does not participate in any discussions relating to his own fee,
which is determined by the other Directors.
Directors are entitled to be paid all travelling, hotel or other expenses
properly incurred by them in connection with their attendance at Director
or shareholder meetings or otherwise in connection with the discharge of
their duties as Directors.
No other additional fees are payable for membership ofthe Board’s
Committees.
Fees for any new Director appointed will be made on theabove basis.
Fees payable in respect of subsequent years will be determined following
an annual CPI review,with additional market reviews taking place as
appropriate, to ensure fees remain appropriate.
Expected fees
for year to
31 May 2026
Year to
31 May 2025
Chair
£88,600 £85,680
Chair of the Audit Committee
£61,800 £59,704
Senior Independent Director
£52,900 £51,109
Other Directors £47, 1 0 0 £45,489
Directors’ Remuneration Report
Pantheon International Plc Annual Report and Accounts 2025
70
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Directors’ Responsibility Statement
The Directors are responsible for preparing the Annual
Report and the Financial Statements in accordance
withapplicable laws and regulations in accordance with
FRS 102. Company law requires the Directors to prepare
Financial Statements for each financial year. Under
thatlawthey have elected to prepare the Financial
Statements in accordance with applicable law and
UKAccounting Standards (UK Generally Accepted
Accounting Practice). Under company law the Directors
must not approve the Financial Statements unless they
are satisfied that they give a true and fair view of the
stateof affairs of the Company as at the end of each
financial year and of the profit or loss of the Company
forthat period.
In preparing these Financial Statements, the Directors are
required to:
– Present a true and fair view of the financial position,
financial performance and cash flows of the Company;
– Select suitable accounting policies in accordance
withUnited Kingdom accounting standards and then
apply them consistently;
– Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable
and understandable information;
– Make judgements and estimates that are reasonable
and prudent;
– State whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the Financial Statements;
and
– Prepare the Financial Statements on a going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position ofthe Company
and enable them to ensure that the Financial Statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention
and detection of fraud and otherirregularities.
The Directors are also responsible for preparing the
Strategic Report, the Directors’ Report, the Directors’
Remuneration Report, the Corporate Governance
Statement and the Report of the Audit Committee
inaccordance with the Companies Act 2006 and
applicable regulations, including the requirements of
theListing Rules and the Disclosure Guidance and
Transparency Rules.
The Directors have delegated responsibility to the
Manager for the maintenance and integrity of the
Company’s corporate and financial information
includedon the Company’s website (www.piplc.com).
Legislation in the UK governing the preparation and
dissemination of financial statements may differ
fromlegislation in other jurisdictions.
Each of the Directors, whose names are listed
onpages46 to 48, confirms that to the best of
theirknowledge:
– The Financial Statements, prepared in accordance
withapplicable accounting standards, give a true and
fair view of the assets, liabilities, financial position and
profitof the Company; and
– The management report, which is incorporated in
theDirectors’ Report and Strategic Report, includes
afair review of the development and performance ofthe
business and the position of the Company, together
with a description of the principal risks and uncertainties
that it faces.
The UK Corporate Governance Code requires
Directorsto ensure that the Annual Report and Financial
Statements are fair, balanced and understandable.
Inorder to reach a conclusion on this matter, the Board
has requested that the Audit Committee advises on
whether it considers that the Annual Report and Financial
Statements fulfil these requirements. The process
bywhich the Audit Committee has reached these
conclusions is set out in its report on pages 64 to 67.
As a result, the Board has concluded that the Annual
Report and Financial Statements for the year ended
31May 2025, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
Signed on behalf of the Board by
John Singer CBE
Chair
30 July 2025
Pantheon International Plc Annual Report and Accounts 2025
71
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Independent Auditor’s Report to the Members of Pantheon International Plc
Opinion
We have audited the financial statements of Pantheon
International Plc (the “Company”) for the year ended
31May 2025 which comprise the Income Statement,
theStatement of Changes in Equity, the Balance Sheet,
the Cash Flow Statement, and the related notes 1 to 25,
including a summary of significant accounting policies.
The financial reporting framework that has been applied
intheir preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic
ofIreland” (United Kingdom Generally Accepted
Accounting Practice).
In our opinion, the financial statements:
– give a true and fair view of the Company’s affairs as at
31 May 2025 and of its loss for the year then ended;
– have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
– have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with
the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the FRC’s
Ethical Standard as applied to public interest entities,
andwe have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Company and we remain
independent of the Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the Directors’ assessment
of the Company’s ability to continue to adopt the going
concern basis of accounting included:
– Confirming our understanding of the Company’s going
concern assessment process and engaging with the
Directors and the Company Secretary to determine if
allkey factors were considered in their assessment.
– Inspecting the Directors’ assessment of going concern,
including the portfolio cashflow forecast, for the periods
covering at least twelve months from the date the
financial statements were authorised for issue. In
preparing the portfolio cashflow forecast, the Company
has concluded that it is able to continue to meet its
ongoing costs as they fall due.
– Reviewing the factors and assumptions as applied
tothe portfolio cashflow forecast and the liquidity
assessment of the investment portfolio. We considered
the appropriateness of the methods used to calculate
the portfolio cashflow forecast and the liquidity
assessment and determined, through testing of the
methodology and calculations, that the methods,
inputsand assumptions utilised were appropriate to
beable to make an assessment for the Company.
– In relation to the Company’s borrowing arrangements,
inspecting the Directors’ assessment of the risk of
breaching the loan facility covenants as a result of a
reduction in the value of the Company’s portfolio.
Werecalculated the Company’s compliance with loan
facility covenants in the scenarios assessed by the
Directors who also performed reverse stress testing
inorder to identify what factors would lead to the
Company breaching the financial covenants.
– Considering the mitigating factors included in the
portfolio cashflow forecasts and covenant calculations
that are within the control of the Company.
– Reviewing the Company’s going concern disclosures
included in the annual report in order to assess that the
disclosures were appropriate and in conformity with the
reporting standards.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
orconditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as
agoing concern for a period of at least 12 months from
thedate of issue of these financial statements.
In relation to the Company’s reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described in
the relevant sections of this report. However, because
notall future events or conditions can be predicted, this
statement is not a guarantee as to the Company’s ability
to continue as a going concern.
Pantheon International Plc Annual Report and Accounts 2025
72
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
In planning and performing our audit we assessed the
potential impacts of climate change on the Company’s
business and any consequential material impact on its
financial statements.
Our audit effort in considering climate change was
focused on the adequacy of the Company’s disclosures
inthe financial statements as set out in note 1 and
conclusion that there was no material impact from climate
change on the financial statements. We also challenged
the Directors’ considerations of climate change in their
assessment of viability and associated disclosures.
Based on our work we have not identified the impact of
climate change on the financial statements to be a key
audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we
identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole,
and in our opinion thereon, and we do not provide a
separate opinion on these matters.
Overview of our audit approach
Key audit matters – Risk of incorrect valuation of unlisted investments
– Incorrect valuation of investments in third party managed funds and co-investment
vehicles which are audited on an annual basis and for which periodic fair value
information is provided to the Company.
– Incorrect valuation of investments in co-investment vehicles or third-party funds which
are not audited on an annual basis.
– Incorrect valuations of investments in funds and entities managed by Pantheon
Ventures (UK) LLP (‘Pantheon’).
Materiality – Overall materiality of £22.2m which represents 1% of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality
and our allocation of performance materiality determine
our audit scope for the Company. This enables us to form
an opinion on the financial statements. We take into
account size, risk profile, the organisation of the Company
and effectiveness of controls, the potential impact of
climate change and changes in the business environment
when assessing the level of work to be performed.
Allauditwork was performed directly by the audit
engagement team.
Climate change
Stakeholders are increasingly interested in how
climatechange will impact Pantheon International Plc.
The Company has determined that the most significant
future impacts from climate change on its operations
willbe from changes in regulations that may adversely
affect their underlying portfolio investments. These are
explained on page 20 of the Strategic Report, which forms
part of the “Other Information”, rather than the audited
financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering
whether they are materially inconsistent withthe financial
statements or our knowledge obtained inthe course of
theaudit or otherwise appear to be materially misstated,
inline with our responsibilities on“Other information”.
Independent Auditor’s Report to the Members of Pantheon International Plc
Pantheon International Plc Annual Report and Accounts 2025
73
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Risk Our response to the risk
Key observations communicated
tothe Audit Commit tee
Incorrect valuation of unlisted
investments (£2,435m, 2024: £2,496m)
Refer to the Audit Committee Report (page 64;
Accountingpolicies (page 85); and Note 9 of the Financial
Statements (page 93)
The unlisted investment portfolio represents 110% of the
Net Asset Value (NAV) of the Company and consists of
investments in:
– Third party managed funds
– Funds or entities managed by Pantheon
Within this investment portfolio are a pool of investments
attributed to the Company’s Asset Linked Note liability of
£22m (2024: £31m).
The valuation of the assets held in the investment portfolio
is the key driver of the Company’s net asset value and total
return. Incorrect investment valuation could have a
significant impact on the return generated by the
shareholders.
We attribute a higher risk of estimation uncertainty to a
portfolio of this nature. We therefore deem the valuation
ofunlisted investments at fair value to be a fraud and
significant audit risk.
We have further analysed the unlisted investment portfolio
into three categories where specific audit procedures are
performed in addition to the general audit procedures on
unlisted investments to reflect the risk associated.
We performed the following procedures:
We obtained an understanding of Pantheon’s processes and controls surrounding the
investment valuation process including controls that are in place within the Company and
operated or performed by Pantheon by performing a walkthrough to assess the design and
implementation of controls in place. We corroborated our understanding of the process
through attendance at a number of Valuation Committee meetings throughout the year.
We performed the following procedures for a sample of investments across all type of
investments:
– We independently obtained the most recently available capital allocation statements or
direct confirmations from the relevant General Partner and compared the NAV of the
investment attributable to the Company to the valuation per the accounting records.
– Where the most recently available capital allocation statements were non-coterminous
with the reporting date, we obtained details of adjustments for cash flows and fair value
made by Pantheon and corroborated these to call and distribution notices and bank
statements.
– For a sample of new investments during the year, we obtained and reviewed the due
diligence performed by Pantheon to ensure that the investment recommendation pack
was prepared prior to making new investments.
– For a sample of realised investments during the year, we agreed the proceeds of the
disposal to the capital allocation statements and performed back testing by comparing
the sale price and subsequent cash receipts to the most recent valuation recorded by
the Company for the investment.
– We reviewed the investment valuations and inquired of Pantheon regarding any
potential fair value adjustments as a result of updated information received or
observable market movements and obtained evidence to confirm these were
immaterial to the Company’s financial statements.
– For a sample of investments which were valued by an external valuer engaged by
Pantheon, we reviewed the valuation calculation, agreed inputs to supporting evidence
and assessed the competency of the external valuers.
The results of our procedures identified
no material misstatement in relation to
the risk of incorrect valuation of unlisted
investments.
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Risk Our response to the risk
Key observations communicated
tothe Audit Commit tee
Investments in third party managed
funds and co-investment vehicles
which are audited on an annual basis
and for which periodic fair value
information is provided to the Company
(£1,826m, 2024: £1,997m)
The investment portfolio is susceptible to material error
due to the investments being unquoted with no market
price available and management relying on third party
information.
Additional procedures on investments in third party managed
funds and co-investments which are audited on an annual
basis and for which periodic fair value information is provided
to the Company
We obtained the most recent audited financial statements for a sample of these unlisted
investments. Our sample included the testing of 186 investments, totalling £1,528m
(2024: 197 investments, totalling £1,629m). We performed the following procedures
where applicable:
– Inspected the Generally Accepted Accounting Principles (‘GAAP’) applied and reviewed
accounting policies on key areas impacting the NAV and compared these to the fair value
requirements per FRS102.
– Compared the NAV per the audited financial statements to the capital allocation
statements which are coterminous with the financial statements’ year end date for a
sample of investments with balances which are above our performance materiality.
– Determined whether the audit firm signing the financial statements was a recognised
audit firm and checked whether there were any modifications made to their audit reports.
procedures identified no material
misstatement in relation to the risk of
incorrect valuation of investments in
third party managed funds and
co-investment vehicles which are
audited on an annual basis and for
whichperiodic fair value information is
provided to the Company.
Investments in third party managed
funds and co-investment vehicles which
are not audited on an annual basis
(£302m, 2024: £220m)
Pantheon obtains the underlying data from the investment
managers of these third-party funds or co-investment
vehicles. Pantheon apply the Company’s valuation policy
and conclude whether key assumptions used in valuing
these assets are reasonable. We consider the risk of
management override to be more prevalent in this area.
Additional procedures on investments in third party managed
funds and co-investment vehicles which are not audited on an
annual basis
Where the investments in third party managed funds or co-investments were not audited
on an annual basis:
– We obtained the fair value calculations supporting the value held by the Company and,
where applicable, agreed key inputs to supporting evidence.
– For investment vehicles with audited sponsor funds, we inspected the GAAP applied by
the sponsor fund and reviewed accounting policies on key areas impacting the NAV and
compared these to the fair value requirements per FRS102.
– For investments in our sample that were recently purchased we assessed whether cost
is a reasonable proxy for fair value.
Our sample included testing of 34 investments, totalling £287m (2024: 24 investments,
totalling £201m).
The results of our procedures identified
no material misstatement in relation to
the risk of incorrect valuation of
investments in third party managed
funds and co-investment vehicles which
are not audited on an annual basis.
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Risk Our response to the risk
Key observations communicated
tothe Audit Commit tee
Investments in other funds and
entitiesmanaged by Pantheon
(£258m, 2024: £279m)
Where the Company invests in other entities managed by
Pantheon, there is an increased risk the fund fair values
aresusceptible to manipulation due to the related party
relationship as Pantheon is performing the valuation.
Additional procedures on investments held in other funds and
entities managed by Pantheon
For a sample of investments in Pantheon managed funds which are audited, we obtained
the most recent audited set of financial statements where available. Our sample included
testing of five investments which had audited financial statements, totalling £182m (2024:
seven investments, totalling £166m), and eight investments, totalling £59m (2024: nine
investments, totalling £90m), from internally managed funds which do not have annually
audited financial statements. We performed the following procedures where applicable:
– Inspected the GAAP applied and reviewed accounting policies on key areas impacting
the NAV and compared these to the fair value requirements per FRS102.
– Compared the NAV per the audited financials to the capital allocation statements which
are coterminous with the financial statements’ year end date for a sample of
investments.
– Determined whether the audit firm signing the financial statements was a recognised
audit firm and checked whether there were modifications made to their audit report.
– For unaudited investments, we performed a look through into the investments held by
the entity to determine whether the underlying holdings were subject to audit. For those
that are audited, we inspected the GAAP applied by the underlying holdings and
reviewed accounting policies on key areas impacting the NAV and compared these to
the fair value requirements per FRS102.
– Where the internally managed fund and its underlying investments were not audited, we
obtained the fair value calculations supporting the value held by the Company and,
where applicable, agreed key inputs to the supporting evidence.
The results of our procedures identified
no material misstatement in relation
tothe risk of incorrect valuation of
investments in other funds and entities
managed by Pantheon.
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Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
ofthe financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £22.2m
(2024: £22.8m), which is 1% (2024: 1%) of shareholder’s
funds. We believe that shareholders’ funds provides us with
materiality aligned to the key measure of theCompany’s
performance.
During the course of our audit, we reassessed initial
materiality and made no changes to the basis of calculation
from our original assessment at the planning stage.
Performance materiality
The application of materiality at the individual account
orbalance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
ofuncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with
ourassessment of the Company’s overall control
environment, our judgment was that performance
materiality was 75% (2024: 75%) of our planning
materiality, namely £16.7m (2024: £17.1m). We have
setperformance materiality at this percentage due to our
understanding of the control environment that indicates
alower risk of material misstatements, both corrected
anduncorrected.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would report
to them all uncorrected audit differences in excess of
£1.10m (2024: £1.14m), which is set at 5% of planning
materiality, as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both
the quantitative measures of materiality discussed above
and in light of other relevant qualitative considerations in
forming our opinion.
Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The Directors are
responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears
tobe materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
weare required to determine whether this gives rise to
amaterial misstatement in the financial statements
themselves. If, based on the work we have performed,
weconclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ Remuneration
Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course
of the audit:
– the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with
thefinancial statements; and
– the Strategic report and Directors’ reports have been
prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the
Company and its environment obtained in the course of
the audit, we have not identified material misstatements
inthe Strategic report or Directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
– adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
– the financial statements and the part of the Directors’
Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
– certain disclosures of Directors’ remuneration specified
by law are not made; or
– we have not received all the information and
explanations we require for our audit.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Corporate Governance Statement
We have reviewed the Directors’ statement in relation
togoing concern, longer-term viability and that part of
theCorporate Governance Statement relating to the
Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review
bythe UK Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
– The Directors’ statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set
out on pages 52 and 53;
– The Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment
covers and why the period is appropriate set out on
page 29;
– The Director’s statement on whether it has a
reasonable expectation that the group will be able to
continue in operation and meets its liabilities set out
onpages 52 and 53;
– The Directors’ statement on fair, balanced and
understandable set out on page 71;
– The Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 21 to 23;
– The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on page 62; and;
– The section describing the work of the Audit Committee
set out on page 64.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement set out on page 71, the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine
isnecessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations,
orhave no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
andto issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
errorand are considered material if, individually or in
theaggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error,
asfraud may involve deliberate concealment by,
forexample, forgery or intentional misrepresentations,
orthrough collusion. The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below.
However, the primary responsibility for the prevention
anddetection of fraud rests with both those charged with
governance of the Company and management.
– We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and determined that the most significant are
the Companies Act 2006, the Listing Rules, the UK
Corporate Governance Code, the Association of
Investment Companies’ Code and Statement of
Recommended Practice, Section 1158 of the
Corporation Tax Act 2010 and The Companies
(Miscellaneous Reporting) Regulations 2018.
– We understood how the Company is complying with
those frameworks through discussions with the Audit
Committee and the Company Secretary and a review
of Board minutes and the Company’s documented
policies and procedures.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
– We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering the key
risks impacting the financial statements. We identified
afraud risk with respect to management override in
relation to investments in funds and entities managed
by Pantheon and investments in third party managed
funds and co-investment vehicles which are not audited
on an annual basis. Further discussion of our approach
is set out in the section on the key audit matters above.
In addition, we performed tests of journal entries,
focusing on unusual and year-end manual journals.
– Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved a review of
Pantheon and the Company Secretary’s reporting to
the Directors with respect to the application of the
documented policies and procedures and review of the
financial statements to confirm compliance with the
reporting requirements of the Company.
A further description of our responsibilities for the audit
ofthe financial statements is located on the Financial
Reporting Council’s website at https://www.frc.org.uk/
auditorsresponsibilities. This description forms part of
ourauditor’s report.
Other matters we are required to address
Following the recommendation from the Audit
Committee, we were appointed by the Company on
2December 2019 to audit the financial statements for
theyear ending 31 May 2020 and subsequent financial
periods. The period of total uninterrupted engagement
including previous renewals and reappointments is
6years, covering the years ending 31 May 2020 to
31 May 2025.The audit opinion is consistent with the
additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members,
asa body, in accordance with Chapter 3 of Part 16 of
theCompanies Act 2006. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Sarah Langston
(Senior statutory auditor)
for and on behalf of
Ernst & Young LLP, Statutory Auditor
London
30 July 2025
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Financial Statements
Income Statement 81
Statement of Changes in Equity 82
Balance Sheet 83
Cash Flow Statement 84
Notes to the Financial Statements 85
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Income Statement Year ended 31 May 2025
Year ended 31 May 2025 Year ended 31 May 2024
Note
Revenue
£’000
Capital
£’000
Total
1
£’000
Revenue
£’000
Capital
£’000
Total
1
£’000
Gains on investments at fair value through profit or loss 9b – 11,34 4 11,344 – 60,324 60,324
(Losses)/gains on financial instruments at fair value through profit or loss – ALN
(812) 6,073 5,261 (675) (2,745) (3,420)
Currency gains on cash and borrowings
18 – 8,975 8,975 – 5,491 5,491
Investment income
2 19,829 – 19,829 16,534 – 16,534
Investment management fees 3 (26,769) – (26,769) (25,674) – (25,674)
Other expenses 4 (2,579) (702) (3,281) (2,148) (3,374) (5,522)
(Loss)/return before financing and taxation
(10,331) 25,690 15,359 (11,963) 59,696 47,733
Interest payable and similar expenses 6 (19,787) – (19,787) (13,051) – (13,051)
(Loss)/return before taxation (30,118) 25,690 (4,428) (25,014) 59,696 34,682
Taxation paid 7 (2,284) – (2,284) (3,033) – (3,033)
(Loss)/return for the year, being total comprehensive income for the year (32,402) 25,690 (6,712) (28,047) 59,696 31,649
(Loss)/return per ordinary share 8 (7.0 2) p 5.57p (1.45)p (5.68)p 12.08p 6.40p
1 The Company does not have any income or expenses that are not included in the return for the year, therefore the return for the year is also the total comprehensive income for the year. The supplementary revenue and capital columns are prepared in
accordance with Financial Reporting Standards (“FRS”), and under guidance published in the Statement of Recommended Practice (“SORP”) issued by the Association of Investment Companies (“AIC”).
All revenue and capital items in the above statement relate to continuing operations. No operations were acquired or discontinued during the period.
The Notes on pages 85 to 108 form part of these Financial Statements.
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Statement of Changes in Equity Year ended 31 May 2025
Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Other
capital
reserve
£’000
Capital
reserve on
investments
held
£’000
Revenue
reserve
£’000
Total
£’000
Movement for the year ended 31 May 2025
Opening equity shareholders' funds
31,196 269,535 8,369 1,492,834 643,009 (161,302) 2,283,641
(Loss)/return for the year
– – – 123,735 (98,045) (32,402) (6,712)
Ordinary shares bought back for cancellation in the Market
1
17 (1,194) – 1,194 (53,889) – – (53,889)
Closing equity shareholders’ funds 17, 1 8 30,002 269,535 9,563 1,562,680 544,964 (193,704) 2,223,040
Movement for the year ended 31 May 2024
Opening equity shareholders’ funds
35,503 269,535 4,062 1,620,532 653,695 (133,255) 2,450,072
(Loss)/return for the year
– – – 70,382 (10,686) (28,047) 31,649
Ordinary shares bought back for cancellation in the Market
1
17 (1,012) – 1,012 (47,0 3 0) – – (47,0 3 0)
Ordinary shares bought back for cancellation via Tender Offer
1
17 (3,295) – 3,295 (151,050) – – (151,050)
Closing equity shareholders’ funds 17, 1 8 31,196 269,535 8,369 1,492,834 643,009 (161,302) 2,283,641
1 The value of ordinary shares bought back include any associated fees and stamp duty.
The Notes on pages 85 to 108 form part of these Financial Statements.
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Balance Sheet As at 31 May 2025
Note
31 May 2025
£’000
31 May 2024
£’000
Fixed assets
Investments at fair value
9a/b 2, 4 3 7, 2 9 4 2,498,505
Current assets
Debtors
11 3,081 2,487
Cash and cash equivalents 12 25,417 21,863
28,498 24,350
Creditors: Amounts falling due within one year
Bank loan facility
14 – (83,261)
Other creditors 13 (7,670) (7,752)
(7,670) (91,013)
Net current assets/(liabilities) 20,828 (66,663)
Total assets less current liabilities 2,458,122 2,431,842
Creditors: Amounts falling due after one year
Bank loan facility
14 (103,093) –
Asset Linked Loan
15 (20,738) (30,378)
Private placement debt notes 16 (111,251) (1 17,8 2 3)
(235,082) (148,201)
Net assets 2,223,040 2,283,641
Capital and reserves
Called-up share capital
17 30,002 31,196
Share premium
18 269,535 269,535
Capital redemption reserve
18 9,563 8,369
Other capital reserve
18 1,562,680 1,492,834
Capital reserve on investments held
18 544,964 643,009
Revenue reserve 18 (193,704) (161,302)
Total equity shareholders’ funds 2,223,040 2,283,641
Net asset value per ordinary share 19 496.45p 490.46p
The Notes on pages 85 to 108 form part of these Financial Statements.
The Financial Statements were approved by the Board of Pantheon International Plc on 30 July 2025 and were authorised for issue by
John Singer CBE
Chair Company No. 2147984
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Cash Flow Statement Year ended 31 May 2025
Note
Year ended
31 May 2025
£’000
Year ended
31 May 2024
£’000
Cash flow from operating activities
Investment income received; comprising
– Dividend income
17,7 5 7 12,975
– Interest income
1,669 2,815
– Other investment income
384 86
Deposit and other interest received
13 669
Investment management fees paid
(26,862) (25,639)
Secretarial fees paid
(541) (464)
Depositary fees paid
(262) (236)
Directors’ fees paid
(388) (343)
PR/marketing fees paid
(394) (302)
Legal & Professional fees paid
(849) (1,208)
Capitalised project related legal costs
– (2,497)
Other cash payments
(1,337) (777)
Taxation paid (2,312) (2,933)
Net cash outflow from operating activities 21 (13,122) (17, 8 5 4)
Cash flows from investing activities
Purchases of investments
1
(133,456) (152,960)
Disposals of investments
1
20 6,717 131,5 4 4
Net cash inflow/(outflow) from investing activities 73,261 (21,416)
Year ended
31 May 2025
£’000
Year ended
31 May 2024
£’000
Cash flows from financing activities
ALN repayments
(2,700) (4,650)
Ordinary shares bought back for cancellation
2
(54,779) (46,140)
Ordinary shares bought back for cancellation
via Tender Offer
2
– (151,050)
Drawdown from loan facility
169,973 20 0,375
Repayment of drawn loan
(148,370) (111,903)
Loan commitment and arrangement fees paid
(6,767) (5,642)
Loan interest paid
(6,371) (4,018)
Private placement debt note funding
– 118,274
Private placement debt note coupon interest (8,193) –
Net cash out flow from financing activities (5 7, 2 07) (4,754)
Increase/(decrease) in cash in the year
2,932 (4 4,024)
Cash and cash equivalents at the beginning
of the year
21,863 66,04 3
Foreign exchange gains/(losses) on cash accounts
622 (156)
Cash and cash equivalents at the end of the year
25,417 21,863
1 Purchases and disposals do not include investments actioned by Pantheon International Holdings LP.
2 The value of ordinary shares bought back include associated fees and stamp duty amounting to £375,000
(2024: £1,377,000).
The Notes on pages 85 to 108 form par t of the se Fina ncial Statements.
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Notes to the Financial Statements
1
Accounting Policies
Pantheon International Plc is a listed public limited company incorporated in England and
Wales. The registered office is detailed on page 129. A summary of the principal accounting
policies and measurement bases, all of which have been applied consistently throughout the
year, is set out below.
A. Basis of preparation
The Company’s Financial Statements have been prepared in compliance with FRS 102
as it applies to the Financial Statements of the Company for the year ended 31 May 2025.
Theyhavealso been prepared on the assumption that approval as an investment trust
willcontinue to be granted. The Company’s Financial Statements arepresented in sterling
andall values are rounded to the nearest thousand pounds (£’000) except when indicated
otherwise. The investments in the subsidiaries are financial assets, and held at fair value
through profitorloss.
The Financial Statements have been prepared in accordance with theSORP for the financial
statements of investment trust companiesand venture capital trusts issued by the AIC, other
than where restrictions are imposed on the Company which prohibit specific disclosures.
B. Going concern
The Financial Statements have been prepared on a going concern basis and under the
historical cost basis of accounting, modified to include the revaluation of certain assets at
fairvalue.
The Directors have made an assessment of going concern, taking into account the Company’s
current performance and financial position as at 31 May 2025. In addition, theDirectors
haveassessed the outlook, which considers the potential further impact of the ongoing
international conflicts which have brought about increased geopolitical uncertainties including
the disruption to the global supply chain and increases inthe cost of living as a result, persistent
inflation, high interest rates and the impact of climatechange onPIN’s portfolio using the
information available as at the date of issue ofthese Financial Statements. As part of this
assessment the Directors considered:
– Various downside liquidity modelling scenarios with varying degrees of decline in investment
valuations, investment distributions, and increased call rates, with the worst being a low case
downside scenario representing an impact to the portfolio that is worse than experienced
during the Global Financial Crisis.
– The Company manages and monitors liquidity regularly, ensuring it is adequate and
sufficient and is underpinned by its monitoring of investments, distributions, capital calls and
outstanding commitments. Total available financing as at 31 May 2025 stood at £310m
(31May 2024: £414m), comprising £21m (31 May 2024: £16m) in available cash balances
and £289m (31May 2024: £398m) in undrawn, sterling equivalent, bank facilities.
– The Company’s 31 May 2025 valuation is primarily based on reported GP valuations with
areference date of 31 March 2025, updated for capital movements and foreign exchange
impacts.
– Unfunded commitments – PIN’s unfunded commitments at 31 May 2025 were £693m
(31May 2024: £789m). The Directors have considered the maximum level of unfunded
commitments which could theoretically be drawn in a 12-month period, the ageing of
commitments and available financing available to fund these commitments. In these
scenarios PIN can take steps to limit or mitigate the impact on the Balance Sheet, namely
drawing on the credit facility, pausing on new commitments, selling assets to increase
liquidity and reducing outstanding commitments if necessary. In addition, subject to
marketconditions, the Company could also seek to raise additional credit or capital.
– The impact of share buybacks and the Company’s capital allocation policy on available
liquidity.
– The Directors also considered the impact of climate change on PIN’s portfolio and concluded
that there was no significant impact on the Company as a result of climate change.
Having performed the assessment on going concern, the Directors considered it appropriate to
prepare the Financial Statements of the Company on a going concern basis. The Company
has sufficient financial resources and liquidity, is well placed to manage business risks in the
current economic environment and can continue operations for a period of at least 12 months
from the date of issue of these Financial Statements.
C. Segmental reporting
The Directors are of the opinion that the Company is engaged inasingle segment of business,
being an investment business. Consequently no business segmental analysis is provided.
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Notes to the Financial Statements
A robust assessment is performed by Pantheon to determine the capability and track record
ofthe GPs. All GPs are scrutinised by the Investment Committee and an approval process
isperformed before any GP manager is approved and an investment made. As part of this
process Pantheon ensures that:
– Underlying fund vehicles report under recognised accounting standards and are compliant
with those standards, fair value principles are followed and are audited annually; and
– Where accounting standards followed do not require fair value reporting, a detailed review
offinancial information provided is conducted. Adjustments are made by Pantheon, where
necessary, to bring these valuations in line with fair value.
– Pantheon may adjust GPs’ valuations on occasions or under certain circumstances,
providing fair value can be reliably estimated and can be supported by material evidence
andsufficient supporting documentation. The most common reason for adjustments to the
value provided by a GP is to take account of events occurring between the date of the GP’s
valuation and the reporting date, for example, subsequent cash flows or notification of an
agreed sale. On more rare occasions Pantheon may apply valuation adjustments under
thefollowing circumstances, including, but not limited to:
– GPs’ valuations are not prepared in accordance with the valuation standards;
– Pantheon’s view on provisions to account for potential claims or investment performance
is not accounted for in the third-party private equity managers’ reported values;
– Significant post-balance sheet events that meet the criteria for adjustment under IAS 10
are not accounted for in the reported values; and
– At year end, if a significant time has elapsed since the last reported NAV date,
Pantheonmay apply adjustments to reflect market movements on a risk-based and
materiality-based approach.
In a small number of instances, a GP valuation may not be available. In such cases Pantheon
engages a qualified and independent valuation expert. The scope of the engagement is
determined on a case-by-case basis and, dependent on the investment, could include an
independent valuation report from a valuation provider engaged by the Investment Manager.
Pantheon then analyses the independent valuation report to determine the reasonableness
ofthe valuation and that it is appropriate to the investment and performance thereof before
presenting it to Pantheon’s Sub Valuation Committee for PIN, for approval.
1
Accounting Policies (continued)
D. Valuation of investments
Investments in private equity funds comprise “primaries”, “secondaries”, “co-investments”
and“Manager-led secondaries” (refer toGlossary of Terms) and are held by the Company,
together with the fair value of the Company’s investments in Pantheon International Holdings
LP (“PIH LP”), which itself holds a basket of investments held at fair value. The fair value of PIH
LP is based on its latest net asset value. The Company has fully adopted sections 11 and 12 of
FRS 102. All investments are classified upon initial recognition as held at fair value through
profit or loss (described in these Financial Statements as investments held at fair value) and
are measured at subsequent reporting dates at fair value. The Company’s business is investing
in financial assets with a viewto profiting from their total return in the form of interest, dividends
or increases in fair value.
i. Unquoted fixed asset investments are stated at the estimated fairvalue
Given the nature of the Company’s investments which comprise predominantly unlisted fund
investments, while the Company operates a robust and consistent valuation process, there is
significant estimation uncertainty in the underlying fund valuations which are estimated at a
point in time.
The valuations of the Company’s investments are primarily based upon the valuation
information provided by underlying third-party private equity managers (“general partners” or
“GPs”). TheGPs perform periodic valuations of the underlying investments in their funds,
typically usingearnings multiple or discounted cash flowmethodologies to determine
enterprise value inline with IPEV Guidelines. In the absence of contrary information, these net
asset valuations received from GPs are deemed to be appropriate by Pantheon, for the
purposes of the determination of the fair values of the unquoted investments. Pantheon
considers the GPs tobe best placed to perform the valuations as:
– GPs have an intimate knowledge of the company’s business and the fundamental
businessenvironment it operates in;
– GPs have a more comprehensive understanding of the company’s financials;
– GPs are more knowledgeable about the market environment in which transactions of
comparable companies take place, and
– GPs are mandated to exit concurrent with co-investors and so Pantheon’s economic interest
in an investment as a co-investor is aligned with that of the GP.
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Notes to the Financial Statements
1
Accounting Policies (continued)
ii. Quoted investments are valued at the bid price on the relevant stock exchange
Private equity funds may contain a proportion of quoted shares from time to time; for example,
where the underlying company investments have been taken public but the holdings have not
yet been sold. The quoted market holdings at the date of the latest fund accounts are reviewed
and adjusted to the published prices of those holdings at the period end.
E. Asset Linked Note
As part of the share consolidation effected on 31 October 2017, the Company issued an ALN
with an initial principal amount of £200m to the Investor. Payments under the ALN are made
quarterly in arrears and are linked to the ALN share (c.75%) of the net cash flows from a
reference portfolio which consists of interests held by the Company in over 300 of its oldest
private equity funds, substantially 2006 and earlier vintages. The Company retains the net
cashflows relating to the remaining c.25% of the reference portfolio.
The ALN is held at fair value through profit or loss and therefore movements in fair value are
reflected in the Income Statement. Fair value is calculated as the sum of the ALN share of
fairvalue of the reference portfolio plus the ALN share of undistributed net cash flow. The fair
value movement is allocated between revenue and capital pro rata to the fair value gains and
income-generated movements in the reference portfolio.
A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing each
quarterly payment (“the Expense Charge”) and deducted from Other Expenses through the
revenue account in the Income Statement.
The ALN’s share of net cash flow is calculated after withholding taxation suffered. These
amounts are deducted from taxation through the revenue account in the Income Statement.
See Note 15 for further information.
F. Income
Dividends receivable on quoted equity shares are brought into account on the ex-dividend date.
Dividends receivable on equity shares where no ex-dividend date is quoted are brought into
account when the Company’s right to receive payment is established. The fixed return on a
debt security is recognised on a time apportionment basis.
Income distributions from funds are recognised when the right to distributions is established.
G. Taxation
Corporation tax payable is based on the taxable profit for the period. The charge for taxation
takes into account taxation deferred or accelerated because of timing differences between the
treatment of certain items for accounting and taxation purposes. Full provision for deferred
taxation is made under the liability method, without discounting, on all timing differences that
have arisen but not reversed by the Balance Sheet date.
The tax effect of different items of income/gain and expenditure/loss is allocated between
capital and revenue on the same basis as the particular item to which it relates, using the
marginal method.
Dividends receivable are recognised at an amount that may include withholding tax
(but excludes other taxes, such as attributable tax credits). Any withholding tax suffered
is shown as part of the revenue account tax charge.
Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of
investments because the Company meets (and intends to continue for the foreseeable future
to meet) the conditions for approval as an investment trust company, pursuant to sections 1158
and 1159 of the Corporation Tax Act (“CTA”).
Deferred tax assets are only recognised if it is considered more likely than not that there will
be suitable profits from which the future reversal of timing differences can be deducted.
H. Expenses
All expenses are accounted for on an accruals basis. Expenses, including investment
management fees, are charged through the revenue account except as follows:
– Expenses which are incidental to the acquisition or disposal of an investment are treated
as capital costs and separately identified and disclosed in Note 4;
– Expenses of a capital nature are accounted for through the capital account; and
– Investment performance fees.
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Notes to the Financial Statements
1
Accounting Policies (continued)
I. Foreign currency
The functional and presentational currency of the Company is pounds sterling (“sterling”)
because it is the primary currency in the economic environment in which the Company operates.
Transactions denominated in foreign currencies are recorded in the local currency atactual
exchange rates as at the date of transaction. Monetary assets and liabilities denominated in
foreign currencies at the period end are reported at the rates of exchange prevailing at the
period end. Any gain or loss arising from a change in exchange rates subsequent to the date
ofthe transaction is included as an exchange gain or loss in the revenue or capital column of
theIncome Statement depending on whether the gain or loss is of a capital or revenue nature.
For non-monetary assets, these are covered by fair value adjustments. Fordetails of transactions
included in the capital column of the Income Statement please see(J) and (K)below.
J. Other capital reserve
The following are accounted for in this reserve:
– Investment performance fees;
– Gains and losses on the realisation of investments;
– Realised exchange difference of a capital nature;
– Expenses of a capital nature; and
– Costs of share buybacks.
Capital distributions received from investments are accounted for by firstly reducing any
costofthat investment, with any gains being recognised as realised only when the cost has
been reduced to nil.
K. Capital reserve on investments held
The following are accounted for in this reserve:
– Increases and decreases in the value of investments held at the year end and the ALN.
L. Investment performance fee
The Manager is entitled to a performance fee from the Company in respect of each 12 calendar
month period ending on 31 May in each year. The performance fee payable in respect of each
such calculation period is 5% of the amount by which the net asset value at the end of such
period exceeds 110% of the applicable “high-water mark”, i.e. the net asset value at the end of
the previous calculation period in respect of which a performance fee was payable, compounded
annually at 10% for each subsequent completed calculation period up to the start of the
calculation period for which the fee is being calculated. For the calculation period ended 31 May
2025, the notional performance fee hurdle is a net asset value per share of 668.0p.
The performance fee is calculated using the adjusted net asset value. The net asset value per
share at 31 May 2025 is 496.5p.
The performance fee is calculated so as to ignore the effect on performance of any performance
fee payable in respect of the period for which the fee is being calculated or of any increase or
decrease in the net assets of the Company resulting from any issue, redemption or purchase of
any shares or other securities, the sale of any treasury shares or the issue or cancellation of any
subscription or conversion rights for any shares or other securities and any other reduction in
the Company’s share capital or any distribution to shareholders.
M. Significant judgements and estimates
The preparation of Financial Statements requires the Manager to make judgements, estimates
and assumptions that affect the reported amounts of investments at fair value at the financial
reporting date and the reported fair value movements during the reporting period. Actual results
may differ from these estimates. Details of how the fair values of unlisted investments are
estimated and any associated judgements applied are provided in Section (D) of this Note
andalso within the Market price risk section in Note 24.
N. Derecognition/Recognition of assets and liabilities
Financial assets and financial liabilities are recognised on the Company’s Balance Sheet when
the Company becomes a party to the contractual provisions of the instrument. Inaccordance
with FRS 102, financial assets are derecognised when the contractual rights tothe cash flows
from the instrument expire or the asset is transferred and the transfer qualifies for derecognition.
Financial liabilities are derecognised when the obligation is discharged, extinguished or expired.
O. Cash and cash equivalents
Cash and cash equivalents include cash deposits held with banks and money market funds,
together with other short-term highly liquid investments with original maturities of three months
or less at the date of placement, free of any encumbrances, which are readily convertible into
known amounts of cash and subject to insignificant risk of changes in value. The Manager uses
money market funds for cash management purposes.
P. Loans and borrowings
All loan borrowing costs are recognised within interest payable and similar expenses in the
Income Statement, in the period in which they are incurred. These costs include interest,
commitment fees and arrangement fees. The arrangement fees have been expensed over
thelife of the facility.
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Notes to the Financial Statements
2
Income
31 May 2025
£’000
31 May 2024
£’000
Income from investments
Investment income (comprising dividend income,
interestincome and other investment income)
19,816 15,882
19,816 15,882
Other income
Interest
19 6 43
Income on money market account
– 11
Exchange difference on income
(6) (2)
13 652
Total income
19,829 16,534
Total income comprises
Dividend income
17,76 3 12,981
Interest income
1,669 2,815
Other investment income
384 86
Bank interest
19 172
Money market fund interest
– 471
Money market fund expense rebate
– 11
Exchange difference on income
(6) (2)
19,829 16,534
Analysis of income from investments
Unlisted
19,816 15,882
19,816 15,882
Geographical analysis
UK
1,360 359
US
14,432 12,035
Other overseas
4,024 3,4 88
19,816 15,882
3
Investment Management Fees
31 May 2025 31 May 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment
management
fees
26,769 – 26,769 25,674 – 25,674
26,769 – 26,769 25,674 – 25,674
The investment management fee is payable monthly in arrears at the rate set out in the
Directors’ Report on pages 51 and 52.
During the year, investment management services with a total value of £28,117,000 (period
to31 May 2024: £28,501,000), being £26,769,000 (period to 31 May 2024: £25,674,000)
directly from Pantheon Ventures (UK) LLP and £1,348,000 (period to 31 May 2024:
£2,827,000) via Pantheon-managed fund investments were purchased by the Company.
The value of investments in, and outstanding commitments to, investment funds managed or
advised by the Pantheon Group (“Pantheon Funds”) are excluded in calculating the monthly
management fee and the commitment fee. The value of holdings in investments managed by
the Pantheon Group totalled £1,352,685,000 as at 31 May 2025 (31 May 2024: £1,235,005,000),
including £1,184,661,000 from the Pantheon-managed Pantheon International Holdings
subsidiaries (31 May 2024: £1,082,057,000). Please see Note 20 for further details.
In addition, the Manager has agreed that the total fees (including performance fees) payable
byPantheon Funds to members of the Pantheon Group and attributable to the Company’s
investments in Pantheon Funds shall be less than the total fees (excluding the performance
fee) that the Company would have been charged under the Management Agreement had it
invested directly in all of the underlying investments of the relevant Pantheon Funds instead of
through the relevant Pantheon Funds.
At 31 May 2025, £2,187,000 (31 May 2024: £2,280,000) was owed for investment
management fees. No performance fee is payable in respect of the year to 31 May 2025
(31May 2024: £nil). The basis upon which the performance fee is calculated is explained in
Note 1 (L) and in the Directors’ Report on pages 51 and 52.
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Notes to the Financial Statements
4
Other Expenses
31 May 2025 31 May 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Secretarial and accountancy services
500 – 500 474 – 474
Depositary fees
262 – 262 258 – 258
Custodian fees
12 – 12 20 – 20
Registrar fees
120 – 120 108 – 108
Public relations and web-related fees
384 – 384 301 – 301
Fees payable to the Company’s Auditor for the
– audit of the annual Financial Statements
153 – 153 149 – 149
Fees payable to the Company’s Auditor for
– audit-related assurance services – Half-Yearly Report
47 – 47 4 6 – 4 6
Directors’ remuneration (see Note 5)
404 – 404 360 – 360
Employer’s National Insurance
4 4 – 4 4 27 – 27
Irrecoverable VAT
21 – 21 – – –
Legal and professional fees
1
653 702 1,355 404 87 7 1,281
Project-related costs
1
– – – – 2,497 2,497
Other
2
484 – 484 463 – 463
ALN Expense Charge (see Note 1 (E))
3
(505) – (505) (462) – (462)
2,579 702 3,281 2,148 3,374 5,522
1 Legal fees incidental to the acquisition of investments and project related costs are charged to the Capital column of the Income Statement, since they are capital in nature.
2 Other expenses predominantly comprise fees and expenses relating to printing, public relations, Stock Exchange listing, FCA fees, AIC Levy and share price publications.
3 A pro rata share of the Company’s total ongoing charges is allocated to the ALN, reducing each quarterly payment.
The Directors do not consider that the provision of non-audit work to the Company affects the independence of the Auditors due to the half-year review being an assurance service.
5
Directors’ Remuneration
Directors’ emoluments comprise Directors’ fees. A breakdown is provided in the Directors’ Remuneration Report on pages 68 to 70.
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Notes to the Financial Statements
6
Interest Payable and Similar Expenses
31 May 2025
£’000
31 May 2024
£’000
Loan commitment and arrangement fees
5,022 6,346
Loan interest
7, 3 17 4,15 4
Private Placement debt note coupon interest
7,4 4 8 2,551
19,787 13,051
On 12 January 2024, the Company agreed a private placement of US$150m in loan notes
withproceeds being received on 1 February 2024. The loan notes have been structured over
different maturities of five, seven and 10 years with varying coupon rates, further details are
disclosed in Note 16.
7
Taxation
31 May 2025 31 May 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Taxation paid to foreign tax authorities
282 – 282 – – –
Withholding tax deducted from distributions
2,002 – 2,002 3,033 – 3,033
2,28 4 – 2,28 4 3,033 – 3,033
Tax charge
The standard rate of corporation tax in the UK is 25%.
The differences are explained below:
Net return before tax
(30,118) 25,690 (4,428) (25,014) 59,696 34,682
Theoretical tax at UK corporation tax rate of 25% (31 May 2024: 25%)
(7,5 3 0) 6,423 (1,107) (6,254) 14,924 8,670
Non-taxable investment, derivative and currency gains
– (6,599) (6,599) – (15,143) (15,143)
Effect of expenses in excess of taxable income
– 176 176 – 219 219
Carry forward management expenses
7, 5 3 0 – 7,5 3 0 6,254 – 6, 25 4
Taxation paid
282 – 282 – – –
Withholding tax deducted from distributions
2,002 – 2,002 3,033 – 3,033
2,284 – 2,284 3,033 – 3,033
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Notes to the Financial Statements
7
Taxation (continued)
The tax charge for the year ended 31 May 2025 is £2.3m (31 May 2024: £3.0m). The taxation paid to foreign tax authorities includes corporate income tax liabilities payable to various US state
tax authorities, due to receipt of US state sourced investment income. The Company’s US federal corporate income taxes are typically satisfied through withholding at source. These amounts
are accounted for as withholding tax deducted from distributions.
Investment gains are exempt from capital gains tax owing to the Company’s status as an investment trust.
Factors that may affect future tax charges
The Company is an investment trust and therefore is not subject to tax on capital gains. Deferred tax is not provided on capital gains and losses arising on the revaluation or disposal of
investments because the Company meets (and intends to meet for the foreseeable future) the conditions for approval as an investment trust company.
No deferred tax asset has been recognised in respect of excess management expenses and expenses in excess of taxable income as they will only be recoverable to the extent that there is
sufficient future taxable revenue. As at 31 May 2025, excess management expenses are estimated to be in excess of £410m (31 May 2024: £359m).
At 31 May 2025, the Company had no unprovided deferred tax liabilities (31 May 2024: £nil).
8
Return per Share
31 May 2025 31 May 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
(Loss)/return for the financial year in £'000
(32,402) 25,690 (6,712) (28,047) 59,696 31,649
Weighted average ordinary shares
461,269,972 494,296,359
(Loss)/return per share
(7.0 2) p 5.57p (1.45)p (5.68)p 12.08p 6.40p
There are no dilutive or potentially dilutive shares in issue.
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9a
Movement on Investments
31 May 2025
£’000
31 May 2024
£’000
Book cost brought forward
1,823,676 1,734,850
Opening unrealised appreciation on investments held:
– Unquoted investments
673,924 682,4 37
– Quoted investments
905 333
Valuation of investments brought forward
2,498,505 2 ,417,6 20
Movements in year:
Acquisitions at cost
13 3,4 56 152,960
Sale proceeds and capital distributions at fair value
(206,014) (132,396)
Realised gains on sales
1 15,4 65 68,262
Decrease in unrealised appreciation on investments held
(104,118) (7,9 41)
Valuation of investments at year end
2 ,4 3 7, 2 9 4 2,498,505
Book cost at year end
1,866,583 1,823,676
Closing unrealised appreciation on investments held:
– Unquoted investments
569,567 673,924
– Quoted investments
1,144 905
Valuation of investments at year end
2 ,4 3 7, 2 9 4 2,498,505
Fair value of investments:
Unlisted investments
2,4 35,159 2,495,920
Listed investments
2,135 2,585
Valuation of investments at year end
2 ,4 3 7, 2 9 4 2,498,505
Further details in relation to the structuring arrangements are included in Note 20.
Notes to the Financial Statements
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9b
Analysis of Investments
Further analysis of the investment portfolio is provided in the Manager’s Review on pages 31 to 36.
The Company received £206,014,000 (2024: £132,396,000) from investments sold at fair value during the year. The book cost of these investments when they were purchased was
£90,549,000 (2024: £64,134,000). These investments have been revalued over time until such time they were sold and up until that point, any unrealised gains or losses were included in
thefairvalue of the investments. Transaction costs (incurred at the point of the transaction) incidental to the acquisition of investments totalled £nil (31 May 2024: £nil) and to the disposals of
investments totalled £3,000 (31 May 2024: £5,000) for the period. In addition, legal fees incidental to the acquisition of investments totalled £702,000 (31 May 2024: £877,000), as disclosed
inNote 4, have been taken to the Capital column in the Income Statement since they are capital in nature.
Also included in the investments are investments that the Company holds in its subsidiaries. Please see Note 20 for further details.
Gains on investment per income statement
31 May 2025
£’000
31 May 2024
£’000
Realised gains on sales
1 15,4 65 68,262
Decrease in unrealised appreciation on investments held
(104,118) (7,9 41)
Revaluation of amounts owed in respect of transactions
(3) 3
Gains on investments
11,344 60,324
Notes to the Financial Statements
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9b
Analysis of Investments (continued)
Currency analysis of investment valuation
31 May 2025
£’000
31 May 2024
£’000
Sterling
Unlisted investments
1,231,060 1,126,722
1,231,060 1,126,722
US dollar
Unlisted investments
961,385 1,102,04 3
Listed investments
2,135 2,246
963,520 1,104,289
Euro
Unlisted investments
226,325 244,243
226,325 244,243
Other
Unlisted investments
16,389 22,912
Listed investments
– 339
16,389 23,251
Total valuation of investments
2 ,4 3 7, 2 9 4 2,498,505
9c
Material Investment
At the year end, the Company held no material holdings in any underlying company which exceeded 3% of the investee or funds which exceed 15% of any class of capital.
Notes to the Financial Statements
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10
Fair Value Hierarchy
The fair value hierarchy consists of the following three levels:
Level 1 – The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date. The Level 1 holdings include publicly listed holdings
held directly by the Company from in specie distributions received from underlying investments, but does not include listed holdings held indirectly through the Company’s underlying private
equity managers which are classified under Level 3 holdings;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e.derived from prices); and
Level 3 – Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
Financial assets at fair value through profit or loss at 31 May 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unlisted holdings
– – 2,4 35,159 2,435,159
Listed holdings
2,135 – – 2,135
2,135 – 2,435,159 2 ,4 37, 2 9 4
Financial assets at fair value through profit or loss at 31 May 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Unlisted holdings
– – 2,495,920 2,495,920
Listed holdings
2,585 – – 2,585
2,585 – 2,495,920 2,498,505
Notes to the Financial Statements
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10
Fair Value Hierarchy (continued)
Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Bank loan
103,093 – – 103,093
Asset Linked Note
– – 22,366 22,366
103,093 – 22,366 125,459
Financial Liabilities at Fair Value Through Profit or Loss at 31 May 2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Bank loan
83,261 – – 83,261
Asset Linked Note
– – 30,815 30,815
83,261 – 30,815 114,076
Investments in Level 3 assets are in respect of private equity fund investments comprising primaries, fund secondaries, co-investments and manager-led secondaries. These are held at fair
valueand are calculated usingvaluations provided by the underlying manager of the investment, with adjustments made to the statements to take account of cash flow events occurring after
thedate of the manager’s valuation, such as realisations or liquidity adjustments. Underlying managers will use a number of valuation methodologies to determine the fair value and exercise
theirjudgement in applying themost appropriate technique which may include comparable private company transactions, earnings multiples, industry valuation benchmarks, discounting cash
flowsand net assets. Oncertain occasions Pantheon will directly engage a third-party valuation agent to perform valuations. The fair value of these investments at 31 May 2025 was £79.8m
(31May 2024: £9.7m).
11
Debtors
31 May 2025
£’000
31 May 2024
£’000
Amounts owed by investment funds
4 35 1,131
Prepayments
2,646 1,356
3,081 2,487
Notes to the Financial Statements
Pantheon International Plc Annual Report and Accounts 2025
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12
Cash and Cash Equivalents
31 May 2025
£’000
31 May 2024
£’000
Cash at bank
25,417 21,863
25,417 21,863
13
Creditors’ Amounts Falling Due Within One Year
31 May 2025
£’000
31 May 2024
£’000
Investment management fees
2,187 2,280
Amounts owed in respect of share buybacks and trades
9 1,003
ALN repayment to the Investor
1,628 437
Loan interest and loan commitment fees payable
1,083 627
Private placement debt note coupon interest
1,806 2,551
Other creditors and accruals
957 854
7,670 7,752
Notes to the Financial Statements
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14
Bank Loan
31 May 2025
£’000
31 May 2024
£’000
Short term
Facility B (USD) USD122.0m (£100m) Expired Oct 2024
– 83,261
Long term
Facility A1 (USD) USD393.0m (£300.0m) Expiry Oct 2028
103,093 –
Facility A2 (EUR) EUR120.0m (£100.0m) Expiry Oct 2028
– –
103,093 83,261
On 20 October 2023, the Company entered into a £500m equivalent multi-tranche, multi-currency revolving credit facility agreement (the “Loan Facility”). The facility structure was Facility A:
£400m expiring in October 2026 and Facility B: £100m expiring in October 2024. There are five lenders of the facility being Lloyds Bank Plc, Mizuho, RBC Europe, Royal Bank of Scotland and
State Street.
On 28 October 2024, the Company announced that it had agreed an extension to the Loan Facility, which was due to expire in October 2026, by a further two years. Following the extension,
theLoan Facility will have a four-year tenor and a new maturity date of October 2028 and is now a £400m equivalent commitment, with the flexibility to be increased to £700m under the existing
structure. This ensures extended liquidity coverage while appropriately managing costs associated with the Loan Facility. The Loan Facility commitments have been re-denominated as to
US$393.0m and EUR120.0m at signing to account for a strengthening in GBP and to match more closely the principal currencies in which PIN’s undrawn commitments are denominated.
The £100m “Facility B” expired in October 2024.
The Loan Facility, which is secured by certain assets of the Company and is split as follows:
– Facility A1: £300m, expiring in October 2028; and
– Facility A2: £100m, expiring in October 2028.
Both A1 and A2 have an ongoing option to extend, by agreement, the maturity date by 364 days at a time. Depending on the utilisation of the Loan Facility, PIN will pay a commitment fee of
between 0.70% and 1.15% per annum on the undrawn portion of the Loan Facility. The rate of interest payable on the drawn portion is the aggregate of the relevant benchmark rate plus 2.95%.
The Loan Facility is subject to market standard loan-to-value and liquidity covenants. See Note 24 for details regarding loan covenants.
As at 31 May 2025, the Loan Facility had a sterling equivalent value of £103.1m all drawn from Facility A1 (31 May 2024: £83.3m from Facility B).
Notes to the Financial Statements
Pantheon International Plc Annual Report and Accounts 2025
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15
Creditors Amounts Falling Due After One Year – Asset Linked Note
31 May 2025
£’000
31 May 2024
£’000
Opening value of ALN
30,815 32,520
Repayment of net cashflows received
(2,700) (4,650)
Fair value movement through profit or loss
(5,261) 3,420
Expense Charge and ALN share of withholding taxes
(488) (475)
Closing value of ALN (see Note 1(E))
22,366 30,815
Transfer to creditors due within one year
(1,628) (437)
20,738 30,378
16
Private Placement Loan Notes
The Company has private placement debt, in the form of loan notes totalling US$150m, whichwere placed on 1 February 2024, with interest payable to the loan note holders on a six-monthly
basis. The loan notes have been structured over different maturities of five, seven and 10 years with varying coupon rates, revalued as follows:
31 May 2025
£’000
31 May 2024
£’000
Tranche A (USD) 6.36%. 1 February 2029
38,938 41,238
Tranche B (USD) 6.53%. 1 February 2031
50,063 53,020
Tranche C (USD) 6.65%. 1 February 2034
22,250 23,565
111,251 1 17,82 3
The loan covenants applied to these notes are the same covenants held on the bank loan facility, as stated in Note 24 under Liquidity risk.
Notes to the Financial Statements
Pantheon International Plc Annual Report and Accounts 2025
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17
Called-up Share Capital
31 May 2025 31 May 2024
Shares £’000 Shares £’000
Allotted, called-up and fully paid:
Ordinary shares of 6.7p each
Opening position
465,613,611 31,196 529,893,457 35,503
Ordinary shares bought back for cancellation in the market
(17,828,887) (1,194) (15,099,519) (1,012)
Ordinary shares bought back for cancellation via Tender Offer
– – (49,180,327) (3,295)
Closing position
447,784,724 30,002 465,613,611 31,196
Total shares in issue
447,784,724 30,002 465,613,611 31,196
In May 2024, the Company announced its capital allocation policy, which set out the intention to continue share buybacks during the periods where the discount remains wide.
During the year ended 31 May 2025, 17,828,887 ordinary shares were bought back in the market, for cancellation at a total cost, including stamp duty, of £53.9m.
During the year ended 31 May 2024, 15,099,519 ordinary shares were bought back in the market, for cancellation at a total cost, including stamp duty, of £47.0m, together with 49,180,327 via a
Tender Offer at a total cost, including stamp duty, of £151.0m.
As a result, there were 447,784,724 ordinary shares in issue as at 31 May 2025 (of which none are held in treasury; year to 31 May 2024: 465,613,611 ordinary shares and no treasury shares).
Each holder of ordinary shares is entitled, on a show of hands, to one vote and, in a poll, to one vote for each ordinary share held.
Notes to the Financial Statements
Pantheon International Plc Annual Report and Accounts 2025
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18
Reserves
Movement for the year ended 31 May 2025
Share
premium
£’000
Capital
redemption
reserve
£’000
Other capital
reserve
£’000
Capital reserve
on investments
held
£’000
Revenue
reserve
1
£’000
Beginning of year
269,535 8,369 1,492,834 643,009 (161,302)
Net gain on realisation of investments
– – 115,4 65 – –
Decrease in unrealised appreciation
– – – (98,045) –
Revaluation of amounts owed in respect of transactions
– – (3) – –
Exchange differences on currency
– – 2,393 – –
Exchange differences on other capital items
– – 6,582 – –
Legal and professional expenses charged to capital
– – (702) – –
Share buybacks
2
– 1,194 (53,889) – –
Revenue return for the year
– – – – (32,402)
End of year
269,535 9,563 1,562,680 544,964 (193,704)
Movement for the year ended 31 May 2024
Beginning of year
269,535 4,062 1,620,532 653,695 (133,255)
Net gain on realisation of investments
– – 68,262 – –
Decrease in unrealised appreciation
– – – (10,686) –
Revaluation of amounts owed in respect of transactions
– – 3 – –
Exchange differences on currency
– – 5,505 – –
Exchange differences on other capital items
– – 436 – –
Legal and professional expenses charged to capital
– – (1,851) – –
Other expenses charged to capital
– – (1,523) – –
Share buybacks
2
– 4,307 (198,080) – –
Revenue return for the year
– – – – (28,047)
End of year
269,535 8,369 1,492,834 643,009 (161,302)
1 Reserves that are distributable by way of dividends. In addition,the other capital reserve can be used for share buybacks.
2 The value of ordinary shares bought back include any associated fees and stamp duty.
Notes to the Financial Statements
Pantheon International Plc Annual Report and Accounts 2025
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Notes to the Financial Statements
The aggregate amount of its capital and reserves as at 31 May 2025 is £1 (2024: £1) and the
profit or loss for the period ended 31 May 2025 is £nil (2024: £nil).
The General Partner and the Limited Partner formed an exempted limited partnership named
Pantheon International Holdings GP LP, incorporated on 17 March 2021 with a registered
address c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,
KY1-1104, Cayman Islands. The Company holds an investment in PIH GP LP.
Any investments made by the Company into PIH LP generally invest at 99% directly into PIH
LP, with the remaining 1% investing into PIH GP LP. PIH GP LP will then, in turn, wholly invest
those funds into PIH LP, so no funds remain in PIH GP LP.
In accordance with FRS 102, the Company is exempted from the requirement to prepare
consolidated Financial Statements on the grounds that its subsidiary PIH LP is held exclusively
with a view to a subsequent resale as it is considered part of an investment portfolio and PIH
GPLP and PIH GP are not material. Therefore, the Company has no requirement to prepare
consolidated accounts, and therefore the subsidiaries noted above are held as investments
recognised at fair value through profit or loss.
21
Reconciliation of Return Before Financing Costs and Taxation
to Net Cash Flow from Operating Activities
31 May 2025
£’000
31 May 2024
£’000
Return before finance costs and taxation
15,359 47,733
Withholding tax deducted and taxation paid
(2,284) (3,033)
Gains on investments
(11,344) (60,324)
Currency gains on cash and borrowings
(8,975) (5,491)
(Decrease)/increase in creditors
(94) 205
(Increase)/decrease in other debtors
(35) 111
(Gains on)/reduction of financial liabilities
at fair value through profit or loss (ALN)
(5,261) 3,420
Expenses and taxation associated with the ALN
(488) (475)
Net cash outflow from operating activities
(13,122) (17, 8 5 4)
19
Net Asset Value Per Share
31 May 2025 31 May 2024
Net assets attributable in £’000
2,223,040 2,283,6 41
Ordinary shares
447,784,724 465,613,611
Net asset value per ordinary share
496.45p 490.46p
20
Subsidiaries
The Company has formed three wholly-owned subsidiaries, to provide security for future
financial lending arrangements.
Pantheon International Holdings LP (“PIH LP”) was incorporated on 29 March 2021 with a
registered address in the State of Delaware (National Registered Agents, Inc., 209 Orange
Street, Wilmington, Delaware, 19801), and is wholly-owned by the Company.
The Company holds an investment in PIH LP, which itself holds a basket of investments,
ratherthan carrying out business on the Company’s behalf. Investments held within PIH LP
arebased on the fair value of the investments held in those entities.
On 31 December 2021, the Company transferred several investments, at a fair value of
£627.1m, to its PIH LP in order to provide security for the multi-currency facility. On 1 October
2022, the Company transferred one further investment, at a fair value of £3.1m.
The aggregate amount of its capital and reserves as at 31 May 2025 is £1,184,680,000
(2024:£1,082,132,000) and the profit or loss for the period ended 31 May 2025 is £1,427,000
(2024: £3,168,000).
The General Partner for PIH LP is Pantheon International Holdings GP (“PIH GP”) Limited.
Incorporated on 17 March 2021 with a registered address c/o Maples Corporate Services
Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and is
wholly owned by the Company.
Pantheon International Plc Annual Report and Accounts 2025
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Notes to the Financial Statements
1 June 2023
£’000
Cash flows
£’000
Foreign
exchange
movements
£’000
31 May 2024
£’000
Cash and cash equivalents
66,043 (44,024) (156) 21,863
Debt due within one year
– Bank loan
– (88,471) 5,210 (83,261)
Debt due after more
than one year
– Private placement
loan notes
– (118,274) 451 (1 17, 8 2 3)
Net cash/(debt)
66,043 (250,769) 5,505 (179,221)
23
Contingencies, Guarantees and Financial Commitments
At 31 May 2025, there were financial commitments outstanding of £693m (31 May 2024:
£789m) in respect of investments in partly paid shares and interests in private equity funds.
We expect 20% of the financial commitments outstanding to be called within the next
12months.
Further detail of the available finance cover is provided in Note 24.
24
Analysis of Financial Assets and Liabilities
The primary investment objective of the Company is to seek to maximise long-term capital
growth for its shareholders by investing in funds specialising in unquoted investments,
acquiringunquoted portfolios and participating directly in private placements. Investments
arenot restricted to a single market but are made when the opportunity arises and on an
international basis.
The Company’s financial instruments comprise securities and other investments, cash
balances and debtors and creditors that arise from its operations, for example sales and
purchases awaiting settlement and debtors for accrued income.
22
Reconciliation of net cash flow to movement in net debt
Reconciliation of net cash flow to movement in net debt
31 May 2025
£’000
31 May 2024
£’000
Increase/(decrease) in cash
2,932 (44,024)
Net cash inflow from loans
(21,603) (88,471)
Cash inflow from private placement loan notes
– (118,274)
Change in net debt resulting from cash flows
(18,671) (250,769)
Foreign exchange movements
8,965 5,505
Movement in net debt
(9,706) (245,264)
Net (debt)/cash at start of year
(179,221) 66,043
Net debt at end of year
(188,927) (179,221)
Analysis in changes in net cash/(debt)
1 June 2024
£’000
Cash flows
£’000
Foreign
exchange
movements
£’000
31 May 2025
£’000
Cash and cash equivalents
21,863 2,932 622 25,417
Debt due within one year
– Bank loan
(83,261) 80,979 2,282 –
Debt due after more
than one year
– Bank loan
– (102,582) (511) (103,093)
– Private placement
loan notes
(1 17,82 3) – 6,572 (111,251)
Net debt
(179,221) (18,671) 8,965 (188,927)
Pantheon International Plc Annual Report and Accounts 2025
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Notes to the Financial Statements
24
Analysis of Financial Assets and Liabilities (continued)
The principal risks the Company faces in its portfolio management activities are:
– Liquidity/marketability risk;
– Interest rate risk;
– Market price risk; and
– Foreign currency risk.
The Manager only holds cash at banks with high credit ratings, therefore the Company has little
exposure to credit risk. The Manager monitors the financial risks affecting the Company on a
daily basis and the Directors regularly receive financial information, which is used to identify
andmonitor risk.
In accordance with FRS 102 an analysis of financial assets and liabilities, which identifies the
risk to the Company of holding such items, is given below.
Liquidity risk
Due to the nature of the Company’s investment policy, the largest proportion of the portfolio is
invested in unquoted securities, many of which are less readily marketable than, for example,
“blue-chip” UK equities. The Directors believe that the Company, as a closed-end fund with
nofixed wind-up date, is ideally suited to making long-term investments in instruments with
limited marketability. The investments in unquoted securities are monitored by the Board on
aregular basis.
There are times when opportunities for the Company to acquire secondary unquoted portfolios
of interests or co-investments may be limited due to the cyclical nature of their occurrence. As a
result, at times of low investment opportunity, some funds may be held on deposit or invested
ingilts and other fixed interest government bonds. It is the nature of investment in private equity
that a commitment (see Note 23 for outstanding commitments as at 31 May 2025) to invest
willbe made and that calls for payments will then be received from the unlisted investee entity.
These payments are usually on an ad hoc basis and may becalled at any instance over a
number of years. The Company’s ability to meet these commitments is dependent upon it
receiving cash distributions from its private equity investments and, to the extent these are
insufficient, on the availability of financing facilities.
The Loan Facility, which was extended in October 2024 by a further two years to expire in 2028
(as detailed in Note 14), is secured by certain assets of the Company.
The Facility is split as follows:
– Facility A1: £300m, expiring in October 2028; and
– Facility A2: £100m, expiring in October 2028.
The Company has sought to build a long-term, sustainable, more flexible and diverse capital
structure as part of this process, further strengthening the Company’s balance sheet.
Thestructure permits Facility A to be increased from £400m to £700m via an uncommitted
accordion option, subject to the consent of the participating Lenders, with a covenant package
that better supports utilisation under the Loan Facility.
For details of commitment fees and rates of interest, refer to Note 14. The Loan Facility is
subject to market standard loan to value and liquidity covenants.
The principal covenants that apply to the Loan Facility require:
(i) that gross borrowings do not exceed 35% of the adjusted borrowing base
1
;
(ii) the liquidity ratio
2
does not exceed 4.1x undrawn commitment;
(iii) the ratio of expected capital calls for the next 12 months to liquid financial resources does
not exceed 1:1; and
(iv) the total number of eligible investments does not fall below 200.
Total available financing as at 31 May 2025 stood at £310m (31 May 2024: £414m), comprising
£21m (31 May 2024: £16m) in cash balances and £289m (31 May 2024: £398m) (sterling
equivalent) in undrawn bank facilities. The available financing along with the private equity
portfolio exceeded the outstanding commitments by 4.2 times (31 May 2024: 3.9 times)
(whichexcludes any outstanding commitments relating to funds outside their investment
period (>13 years old) as there is a low likelihood of these being drawn).
1 The adjusted borrowing base is the total collaterised proportion of assets adjusted for loan agreement specific restrictions.
2 Liquidity ratio – see page 126.
Pantheon International Plc Annual Report and Accounts 2025
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Notes to the Financial Statements
Interest on the revolving credit facility is payable at variable rates determined subject to
drawdown. Variable rates are defined as relevant benchmark rates plus 2.350% to 2.575%,
dependent on the currency drawn. The interest rate is then fixed for the duration that the loan is
drawn down. At 31 May 2025, there was a sterling equivalent of £103.1m funds drawn down on
the loan facilities (31 May 2024: £83.3m). Ablended commitment fee of 0.95% per annum is
payable in respect of the amounts available for drawdown in each facility.
Interest rate movements may affect:
– The level of interest receivable on cash deposits; and
– The interest payable on loan borrowings.
A 1% increase in market interest rates would be expected to decrease net assets, by
approximately £1.0m (31 May 2024: £0.8m), with all other factors being equal. A 1% decrease
would increase net assets by the same amount. The private placement debt notes issued by
the Company pay a fixed rate of interest and therefore movements in interest rates will not
affect net assets.
Non-interest rate exposure
The remainder of the Company’s portfolio and current assets are not subject to interest
raterisks.
Financial assets for 2025 and 2024 consisted of investments, cash and debtors (excluding
prepayments). As at 31 May 2025, the interest rate risk and maturity profile of the Company’s
financial assets was as follows:
31 May 2025
Total
£’000
No
maturity
date
£’000
Fair value no interest rate risk financial assets
Sterling
1,236,375 1,236,375
US dollar
983,903 983,903
Euro
2 2 7, 8 07 22 7,8 0 7
Other
16,441 16,441
2,464,526 2,464,526
24
Analysis of Financial Assets and Liabilities (continued)
The below table shows the maturity date profile of the Company’s undiscounted financial
liabilities as at 31May 2025:
31 May 2025
Total
£’000
No
maturity
date
£’000
Matures
within
1 year
£’000
Matures
within
1–5 years
£’000
Matures
within
6–10 years
£’000
Fair value of
financial liabilities
subject to liquidity
risk
Bank loan
103,093 – – 103,093 –
ALN
1
22,366 – 1,628 20,738 –
Private Placement
111,251 – – 38,938 72,313
236,710 – 1,628 162,769 72,313
1 Short term element per creditors. Longer term element expiry August 2027.
The below table shows the maturity date profile of the Company’s undiscounted financial
liabilities as at 31May 2024:
31 May 2024
Total
£’000
No
maturity
date
£’000
Matures
within
1 year
£’000
Matures
within
1–5 years
£’000
Matures
within
6–10 years
£’000
Fair value of
financial liabilities
subject to liquidity
risk
Bank loan
83,261 – 83,261 – –
ALN
1
30,815 – 437 30,378 –
Private placement
1 17,8 2 3 – – 41,238 76,585
231,899 – 83,698 71,616 76,585
1 Short-term element per creditors. Longer-term element expiry August 2027.
Interest rate risk
The Company may use gearing to achieve its investment objectives and manage cash flows
and uses a multi-currency revolving credit facility for this purpose.
Pantheon International Plc Annual Report and Accounts 2025
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Notes to the Financial Statements
Market price risk
The method of valuation of the fixed asset investments is described in Note 1(D) on page 86.
The nature of the Company’s fixed asset investments, with a high proportion of the portfolio
invested in unquoted securities, means that the investments are valued by Pantheon after
dueconsideration of the most recent available information from the underlying investments.
PIN’s portfolio is well diversified by the sectors in which the underlying companies operate.
Thissectoral diversification helps to minimise the effects of cyclical trends within particular
industry segments.
If the investment portfolio fell by 20% from the 31 May 2025 valuation, with all other variables
held constant, there would have been a reduction of £487,459,000 (31 May 2024: £499,701,000)
in the return before taxation. An increase of 20% would have increased the return before
taxation by an equal and opposite amount.
Foreign currency risk
Since it is the Company’s policy to invest in a diverse portfolio of investments based in a
number of countries, the Company is exposed to the risk of movement in a number of foreign
exchange rates. A geographical analysis of the portfolio and hence its exposure to currency risk
is given on pages 22 and 33 and in Note 9b. Although it is permitted to do so, the Company did
not hedge the portfolio against the movement in exchange rates during the financial period.
The investment approach and the Manager’s consideration of the associated risk are discussed in
further detail in the Strategic Report on pages 19 to 23 and the Manager’s Review on pages 31 to 36.
The Company settles its transactions from its bank accounts at an agreed rate of exchange atthe
date on which the bargain was made. As at 31 May 2025, realised exchange gains of £10,000
(31May 2024: losses of £14,000) have been taken to Capital Reserve within (losses)/gain on
investments. Also taken to Capital Reserve, are realised gains relating to currency and loan
revaluations of£2,393,000 (31 May 2024: £5,055,000).
The Company’s exposure to foreign currency excluding private equity investments is shown on the
next page. In relation to this exposure, if the sterling/dollar and sterling/euro exchange rate had
reduced by 10% from that obtained at 31 May 2025, it would have the effect, with all other variables
held constant, of increasing equity shareholders’ funds by £21,733,000 (31 May 2024: £20,343,000).
Ifthere had been an increase in the sterling/dollar and sterling/euro exchange rate of 10% it would
have the effect of decreasing equity shareholders’ funds by £17,782,000 (31 May 2024: £16,645,000).
The calculations are based on the financial assets and liabilities and the exchange rate as at
31May 2025 of 1.3483 (31 May 2024: 1.2731) sterling/dollar and 1.18775 (31May 2024: 1.1727)
sterling/euro. The Company’s investment currency exposure is disclosed in Note 9b.
24
Analysis of Financial Assets and Liabilities (continued)
The interest rate and maturity profile of the Company’s financial assets at 31 May 2024 was
asfollows:
31 May 2024
Total
£’000
No
maturity
date
£’000
Matures
within
1 year
£’000
Matures
after
1 year
£’000
Fixed interest
average
interest rate
%
Fair value no
interest rate risk
financial assets
Sterling
1,128,658 1,128,658 – – –
US dollar
1,123,644 1,123,644 – – –
Euro
246,409 246,4 09 – – –
Other
23,907 23,907 – – –
2,522,618 2,522,618 – – –
Financial liabilities
At 31 May 2025, the Company had drawn the sterling equivalent of £103.1m (31 May 2024:
£83.3m) ofits multi-currency credit facility, expiring July 2028. Interest is incurred at a variable
rate as agreed at the time of drawdown and is payable at the maturity date of each advance.
Atthe year end, interest of £1.1m (31 May 2024: £0.1m) was accrued.
The Company utilises US$150m through private placement loan notes, that have been
structured in three tranches over different maturities of five, seven and ten years, maturing in
2029, 2031 and 2034 with a blended coupon rate of 6.49%.
At 31 May 2025 the sterling equivalent was £111.3m (31 May 2024: £117.8m) and at the year
end, coupon interest of £1.8m (31 May 2024: £2.6m) was accrued.
At 31 May 2025, other than the ALN and the private placement debt and drawn loan facilities,
allfinancial liabilities were due withinone year. As at 31 May 2024, other than the ALN and the
private placement debt, all financial liabilities were due withinone year, including the drawn
loanfacilities.
The ALN is repayable by no later than 31 August 2027.
Pantheon International Plc Annual Report and Accounts 2025
107
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Notes to the Financial Statements
25
Transactions with the Manager and Related Parties
The amounts paid to the Manager, together with the details of the Investment Management
Agreement, are disclosed in Note 3.
The Fees paid to the Company’s Board aredisclosed in the Directors’ Remuneration Report
onpages 68 to 70. The Company’s National Insurance contribution in relation to Directors’
remuneration is disclosed in Note 4.
Amounts outstanding for Directors’ Fees as at 31 May 2025 amounted to £78,000
(2024:£62,000).
The Company also has three wholly-owned subsidiaries. Please see Note 20 for further details.
There are no other identifiable related parties at the year end.
26
Post balance sheet events
There are no post balance sheet events to report.
24
Analysis of Financial Assets and Liabilities (continued)
An analysis of the Company’s exposure to foreign currency (excluding Investments) is given
below:
31 May 2025
Assets
£’000
31 May 2025
Liabilities
£’000
31 May 2024
Assets
£’000
31 May 2024
Liabilities
£’000
US dollar
20,382 2 17,5 2 7 19,355 204,488
Canadian dollar
12 – 276 –
Euro
1,482 – 2,166 123
Swedish krone
– – 226 –
Norwegian krone
– – 22 –
Australian dollar
41 – 132 –
21,917 2 17, 5 2 7 22,177 204,611
Fair value of financial assets and financial liabilities
Investments of the Company are held at fair value. All other financial assets are held at cost,
which is an approximation of fair value. Other than the ALN, the financial liabilities are held at
amortised cost, which is not materially different from fair value.
Managing capital
The Company’s equity comprises ordinary shares as described in Note 17. Capital is managed
so as to maximise the return to shareholders while maintaining a capital base that allows the
Company to operate effectively in the marketplace and sustain future development of the
business.
As at 31 May 2025 and 31 May 2024, the Company had bank debt facilities to increase the
Company’s liquidity. Details of actual and available borrowings at the period end can be found
earlier in this Note and in Note 14.
The Company’s assets and borrowing levels are reviewed regularly by the Board of Directors
with reference to the loan covenants.
The Company’s capital requirement is reviewed regularly by the Board of Directors.
Pantheon International Plc Annual Report and Accounts 2025
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Supporting Analysis (unaudited)
Investment Activity 110
Net Portfolio Cash Flow 112
Exit Activity 114
Largest 50 Companies 115
Largest 50 Managers 117
109
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Investment Activity
Distributions of £291m, equivalent to 12% of opening
portfolio value, highlight the successful realisation of
investments and underscore the portfolio’s ability to
generate liquidity despite ongoing market uncertainty.
Distributions were balanced by £160m in capital calls
and£44m in new investments, demonstrating
continuedcommitment to growth and disciplined
capitaldeployment.
Overall, the portfolio maintained its strength and
strategicdirection, with growth in the underlying portfolio
companies and ongoing investment activity positioning
itwell for future value creation.
+6.2%
Portfolio return excluding foreign
exchange effects
Private equity portfolio movements
Portfolio
value
31 May
2024
1
Portfolio
value
31 May
2025
1
Valuation
gains
2
FX
impact
Distributions
4
Calls
4
New
investments
3
£2,468m
£152m
(£115m)
£160m
£44m
£2,418m
(£291m)
+6.2%
(4.7%) (11.8%) +6.5%
+1.8% (2.0%)
1 Excludes ALN share of portfolio value at 31 May 2024 and 31 May 2025.
2 Excluding returns attributable to the ALN share of the portfolio.
3 Amount drawn down at the time of commitment.
4 Refer to Capital calls and Distributions for further details.
PIN’s private equity portfolio
demonstrated resilience over the
12-month period to 31 May 2025,
generating valuation gains of
6.2%before foreign exchange
effects.
110
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Investment Activity
New commitments by region, by stage andbytype
The Company intentionally managed its investment
pacing for direct company investments to ensure liquidity
was preserved in a market environment experiencing
lower exit levels than historically. Co-investments and
manager-led secondaries tend to be highly funded at
thetime of deal completion. The timing of primary
commitments is linked to the fundraising cycles of a
targeted buy list of private equity managers.
PIN made 18 new investments during the financial year,
amounting to £143.3m in new commitments. These
commitments were to ten primary funds (£88.5m),
fiveco-investments (£38.6m) and three manager-led
secondaries (£16.2m).
In addition, PIN was able to deploy capital to capture
valuefor its shareholders, by acquiring its own shares at a
significant discount to NAV. During the year, the Company
invested £53.5m
1
in share buybacks at an average
discount of 40%.
1 Includes £3.5m that was carried over
from the previous financial year share
buyback programme, excludes costs
and stamp duty.
New commitments by region
USA 55%
Europe 39%
Asia 6%
New commitments by stage
Small/mid buyout 68%
Large buyout 13%
Growth 12%
Venture 7%
New commitments by type
Primaries 62%
Co-investments 27%
Manager-led secondaries 11%
Our investment process
Investment opportunities incompanies and
complementary funds are originated
viaPantheon’s extensive and
well-established platform
We invest with many of thebest private equity
managers globally, who are able to identify and
create value in their portfolio companies
Cash generated from the sale of those
companies is returned to PIN and redeployed
intonew investment opportunities,
includingshare buybacks in accordance
withthecapital allocation policy
Cash deployment split
Share buybacks 55%
New investment costs 45%
PIN made 18 new
investments
during the
financial year,
amounting to
£143.3m in new
commitments.
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Net Portfolio Cash Flow
Distributions
1
With a weighted average fund maturity of 5.6 years at
31May 2025 (31May 2024: 5.2 years), PIN’s portfolio
continued togenerate positive net cash.
PIN received £291m in proceeds from PIN’sportfolio in
theyear to 31 May 2025 (year to 31 May 2024: £193m),
equivalent toan annualised distribution
1
rate of 12%
ofopening portfolio value (31May 2024: 8%).
1 Distribution rate equals distributions inthe period (annualised) divided
byopening portfolio value.
2 Call rate equals calls in the period (annualised) divided by opening
undrawn commitments. All call figures exclude the acquisition cost of
new manager-led secondary and co-investment transactions.
Cash generative portfolio despite a sluggish exit environment
May
20
Aug
20
Nov
20
Feb
21
May
21
Aug
21
Nov
21
Feb
22
May
22
Aug
22
Nov
22
Feb
23
May
23
Aug
23
Nov
23
Feb
24
May
25
May
24
Aug
24
Nov
24
Feb
25
0%
10%
20%
30%
40%
Annualised distribution
rate by quarter
20%
Average distribution rate
over the last 10 years
Capital calls
2
PIN paid £160m to finance calls on undrawn
commitments during the year to 31 May 2025
(year to 31 May 2024: £156m) equivalent to an
annualised call rate of 20% of opening undrawn
commitments (31 May 2024: 18%).
Call rates reflect subdued M&A activity
May
20
Aug
20
Nov
20
Feb
21
May
21
Aug
21
Nov
21
Feb
22
May
22
Aug
22
Nov
22
Feb
23
May
23
Aug
23
Nov
23
Feb
24
May
25
May
24
Aug
24
Nov
24
Feb
25
0%
10%
20%
30%
40%
Annualised call rate
by quarter
22%
Average call rate over
the last 10 years
112
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Net positive cash flow generation has continued despite lower levels of exit activity
250
200
100
0
FY2016 FY2017 FY2018 FY2019 FY2020 FY2021 FY2022
FY2023
FY2025
150
50
FINANCIAL YEAR
FY2024
Net portfolio cash flow (£m)
Net portfolio cash flow
1
PIN saw distribution rates increase from 8% to 12% during
the 12-month period. As a result, PIN’s net portfolio cash
flow increased more than threefold to £131m (31 May
2024: £37m).
With an average distribution rate of 21%, PIN’s portfolio
has consistently generated positive cash flow amounting
to a total of £1.5bn over the last ten years.
Net Portfolio Cash Flow
£1.5bn
Total net portfolio cash flow generated
over 10 years
1 Net portfolio cash flow equals distributions less capital calls.
A continued focus on the portfolio’s
maturity profile means that PIN is
well positioned to generate positive
cash flows.
113
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Exit realisations by type
2
Exit Activity
Uplifts on exit realisations
1
>(100)–
(50)%
>(25)–
(10)%
>0–
10%
>(10)–
0%
>25–
50%
>50–
75%
>75–
100%
>100–
150%
>(50)–
(25)%
>10–
25%
Percentage uplift on exit
The distribution %
of uplifts on exit
realisation proceeds
Value-weighted
average uplift = +25%
Realisations and exits
PIN’s mature portfolio continued to generatedistributions
despite asubdued exitenvironment. Distributions have
been incremental to returns, with many reflecting
realisations at significant uplifts to carrying value.
PIN exited c.250 companies during the financial year and
on average, achieved an uplift and cost multiple on exit
of25% (31 May 2024: 23%) and 2.9x (31 May 2024:
3.6x) respectively. This demonstrates value creation
overthe course of PIN’s investment and that valuations,
on average, are conservative.
Write-offs, defined as investments whose holding
multiples have fallen to 0.05x or less during the 12-month
period and where a confirmation of a permanent value
impairment is received from the underlying private equity
manager, were excluded from the uplift and cost multiple
analysis. Write-offs for the period amounted to 0.4% of
opening portfolio NAV (31 May 2024: 0.2%).
1 See pages 125 and 126 of the Alternative Performance Measures
section for weighted average uplift and cost multiple calculations,
coverage and other disclosures. Writeoffs have been excluded from
theanalysis. Pastperformance is not indicative of future performance.
2 The data coverage is 100% (for exit realisations bysector) and
98% (for exit realisations by type) ofproceeds from exit realisations
received during theperiod.
3 Initial public offering.
Cost multiples on exit realisations
1
>0.0x–0.5x
>0.5x–1.0x
>1.0x–1.5x >2.0x–3.0x >4.0x–5.0x >5.0x
>1.5x–2.0x
>3.0x–4.0x
Exit multiples on initial cost
The distribution %
of cost multiples
on exit realisations
Average cost multiple
on exit = 2.9x
Exit realisations by sector
2
Information technology 32%
Consumer 22%
Financials 17%
Healthcare 13%
Industrials 7%
Communication services 6%
Materials 2%
Other 1%
Secondary buyouts 57%
Trade sales 34%
IPO
3
and secondary
share sale
6%
Refinancing and
recapitalisation
3%
+32%
Average uplift on exit realisations
1
over the last 10 years
2.9x
Average cost multiple on exit
realisations
1
over the last 10 years
114
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Largest 50 Companies by Value
Company Website
Investment
type Description
% of PIN
portfolio
NAV
1
Provider of IT management and monitoring
softwareservices
1.3%
2
Provider of software solutions for finance and
HRdepartments
1.3%
3
Non-food discount stores
1.3%
4
Orthodontic treatments and services provider
1.1%
5
Provider of disclosure management services
1.0%
6
Digital consulting and software company
1.0%
7
Ice cream and frozen food manufacturer
0.9%
8
Consultant to telecommunication service providers
0.8%
9
Recruitment platform for nurses
0.8%
10
Provides a cloud security platform
0.8%
11
Developer of a cloud-based modelling and
planningplatform
0.7%
12
Healthcare provider
0.7%
Company Website
Investment
type Description
% of PIN
portfolio
NAV
13
Mobile phone insurance company
0.7%
14
Commercial services platform for the life sciences
sector
0.7%
15
Satellite communication equipment provider
for the maritime industry
0.7%
16
Digital advertising company
0.7%
17
A fintech app that provides various financial services
0.7%
18
2
Provider of technology-enabled retirement and
investment services
0.6%
19
Natural gas and oil producer
0.6%
20
Provider of enterprise identity governance solutions
0.6%
21
Developer of cloud-based patient safety and
risk management software
0.6%
22
Producer of beef and other animal protein products
0.6%
23
3
An Independent wealth management firm
0.6%
24
A firm focused on innovative investment solutions
0.5%
25
Provider of food waste recycling services
0.5%
26
Provider of wireless internet connectivity solutions
0.5%
Primary Fund secondary Co-investment Manager-led secondary
Investment type
507 companies (31 May 2024: 513) comprise 80% of PIN’s NAV as at 31 May 2025.
1 The largest 50 companies table is based upon underlying company valuations at 31 March 2025 adjusted for known call and distributions
to 31 May 2025, and includes the portion of the reference portfolio attributable to the ALN.
2 Formerly called Millenium Trust Company.
3 Formerly called London&Capital.
115
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Largest 50 Companies by Value
1 The largest 50 companies table is based upon underlying company valuations at 31 March 2025 adjusted for known call and distributions
to 31 May 2025, and includes the portion of the reference portfolio attributable to the ALN.
Company Website
Investment
type Description
% of PIN
portfolio
NAV
27
Digital marketing and recruitment services provider
0.5%
28
An insurance services provider specialising in
employee benefits and brokerage solutions.
0.5%
29
Provider of solutions to mitigate health insurance
costs for mid-size employers
0.5%
30
Cybersecurity services provider
0.5%
31
Provides private healthcare services
0.5%
32
Provides teleradiology reporting services to public
and private health organisations
0.5%
33
Provider of cloud consulting and engineering services
0.5%
34
Manufacturer of fire protection products and systems
0.5%
35
Provider of medical and dental equipment
and implants
0.5%
36
Provides lending and savings financial products
0.5%
37
An insurance platform offering underwriting and
risk exchange services.
0.5%
38
Operator of fast-food chain restaurants
0.5%
Company Website
Investment
type Description
% of PIN
portfolio
NAV
39
A provider of continuing medical education
programmes for healthcare professionals
0.5%
40
A healthcare company delivering home and
community-based services
0.5%
41
Restaurant franchise
0.4%
42
Banking products and services provider
0.4%
43
An analytics firm offering payment accuracy
and data solutions
0.4%
44
Provides cosmetic lab services
0.4%
45
A restaurant company owning and operating
multiple fast-food and casual dining brands
0.4%
46
An education services provider helping students earn
high school diplomas through personalised learning
0.4%
47
Provider of 3D design, engineering and
manufacturing solutions
0.4%
48
Specialist pharmaceutical company
0.4%
49
Developer of coding software
0.4%
50
A company providing real-time graphics and
media production tools for broadcasters
0.4%
Coverage of PIN’s private equity asset value
31.5%
Primary Fund secondary Co-investment Manager-led secondary
Investment type
507 companies (31 May 2024: 513) comprise 80% of PIN’s NAV as at 31 May 2025.
116
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Largest 50 Managers by Value
Company Website Region
1
Stage
% of total private
equity asset value
2
1 USA Growth
6.5%
2 Global
Venture,
Growth
4.4%
3 Europe Buyout
4.1%
4 USA Buyout
3.1%
5 USA Buyout
3.0%
6 Europe Buyout
2.5%
7 Global Buyout
2.5%
8 USA Buyout
2.3%
9 USA Buyout
1.9%
10 USA Buyout
1.7%
11 Europe Buyout
1.5%
12 Europe Buyout
1.4%
1 Refers to the regional exposure of funds.
2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.
3 The private equity manager does not permit the Company to disclose this information.
Company Website Region
1
Stage
% of total private
equity asset value
2
13 Global Special Sits
1.4%
14 Europe Buyout
1.4%
15
Growth fund
3
USA Growth
1.4%
16
(formerly Apax Partners MidMarket)
Europe Buyout
1.4%
17 Europe Buyout
1.4%
18 USA Buyout
1.3%
19 USA Buyout
1.3%
20 Europe Buyout
1.3%
21 Asia Growth
1.3%
22 Europe Growth
1.2%
23 USA Buyout
1.2%
24 USA Buyout
1.2%
25
(formerly Ergon Capital Partners)
Europe Buyout
1.2%
26 USA Buyout 1.2%
Top 50 managers account for 73% of NAV as at 31 May 2025 (71% as at 31 May 2024).
117
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Largest 50 Managers by Value
1 Refers to the regional exposure of funds.
2 Percentages look through underlying vehicle structures and exclude the portion of the reference portfolio attributable to the ALN.
Company Website Region
1
Stage
% of total private
equity asset value
2
27 USA Growth 1.1%
28
USA Buyout 1.1%
29
Europe Buyout 1.0%
30
Europe Buyout 1.0%
31
USA Buyout 1.0%
32
Europe Buyout 0.9%
33
USA Buyout 0.9%
34
USA Growth 0.9%
35
USA Buyout 0.9%
36
USA Buyout 0.9%
37
USA Buyout 0.9%
38
USA Buyout 0.8%
Company Website Region
1
Stage
% of total private
equity asset value
2
39 USA Special Sits
0.8%
40 USA Buyout
0.8%
41 Europe Buyout
0.8%
42 Europe Buyout
0.7%
43 USA Buyout
0.7%
44 Europe Buyout
0.7%
45 USA Buyout
0.7%
46 USA Buyout
0.7%
47 USA Buyout
0.7%
48 USA Venture
0.6%
49 Asia Buyout
0.6%
50
(formerly Baring Private Equity Asia)
Asia Buyout
0.6%
Coverage of PIN’s private equity asset value
72.8%
Top 50 managers account for 73% of NAV as at 31 May 2025 (71% as at 31 May 2024).
118
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Other Information (unaudited)
Investment Policy 120
AIFMD Disclosures 121
Alternative Performance Measures 123
Glossary of Terms 127
Directors and Advisers 129
119
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Investment Policy
Our investment policy is to maximise
capital growth with acarefully
managed risk profile.
The Company’s policy is to make unquoted investments.
It does so by subscribing to investments in new private
equity funds (“primary investment”), buying secondary
interests in existing private equity funds (“secondary
investment”) including manager-led secondaries, and
acquiring direct holdings in unquoted companies
(“co-investments”), usually either where a vendor is
seeking to sell a combined portfolio of fund interests and
direct holdings or where there is a private equity manager,
well knownto the Company’s Manager, investing on
substantially thesame terms.
The Company may, from time to time, hold quoted
investments as aconsequence of such investments being
distributed to the Company from its fund investments
astheresult of an investment in an unquoted company
becoming quoted. In addition, theCompany may invest
inprivate equity funds that are quoted. The Company will
not otherwise normally invest in quoted securities,
although it reserves the right to do so should this be
deemed to be in the interests of the Company.
The Company may invest in any type of financial
instrument, including equity and non-equity shares, debt
securities, subscription and conversion rights and options
in relation to such shares and securities, and interests in
partnerships and limited partnerships and other forms of
collective investment schemes. Investments in funds
andcompanies may be made either directly or indirectly,
through one or more holding, special purpose or
investment vehicles in which oneor more co-investors
may also have an interest.
The Company employs a policy of over-commitment.
This means that the Company may commit more than
itsavailable uninvested assets to investments in private
equity funds on the basis that such commitments can be
met from anticipated future cash flows to the Company
and through the use of borrowings and capital raisings
where necessary.
The Company’s policy is to adopt a global investment
approach. TheCompany’s strategy is to mitigate
investment risk through diversification of its underlying
portfolio by geography, sector and investment stage.
Since the Company’s assets are invested globally on the
basis, primarily, of the merits of individual investment
opportunities, the Company does not adopt maximum
orminimum exposures to specific geographic regions,
industry sectors or the investment stage ofunderlying
investments.
In addition, the Company adopts the following limitations
for the purpose of diversifying investment risk:
– No holding in a company will represent more than 15%
by value of the Company’s investments at the time of
investment (inaccordance with the requirement for
approval as an investment trust that applied to the
Company in relation to itsaccounting periods ended
onand before 30 June 2012).
– The aggregate of all the amounts invested by the
Company (including commitments to or in respect of)
infunds managed by asingle management group may
not, in consequence of any such investment being
made, form more than 20% of theaggregate of the
most recently determined gross asset value of the
Company and the Company’s aggregate outstanding
commitments inrespect of investments at the time
such investment is made.
– The Company will invest no more than 15% of its total
assets in other UK-listed closed-end investment funds
(including UK-listed investment trusts).
The Company may invest in funds and othervehicles
established and managed oradvised by Pantheon or any
Pantheon affiliate. Indetermining the diversification of
itsportfolio and applying theManager’s diversification
requirement referred to above, the Companylooks
through vehicles established and managed oradvised
byPantheon or any Pantheon affiliate.
The Company may enter into derivatives transactions
forthe purposes of efficient portfolio management and
hedging (for example, hedging interest rate, currency or
market exposures).
Surplus cash of the Company may be invested in fixed
interest securities, bank deposits or other similar securities.
The Company may borrow to make investments and
typically uses its borrowing facilities to manage its cash
flows flexibly, enabling the Company to make investments
as and when suitable opportunities arise, and to meet calls
in relation to existing investments without having to retain
significant cash balances for such purposes. Under the
Company’s Articles ofAssociation, the Company’s
borrowings may not at any time exceed 100% of the
Company’s NAV. Typically, the Company does not
expect its gearing to exceed 30% ofgross assets.
However, gearing may exceed this in the event that,
forexample, the Company’s future cash flows alter.
The Company may invest in private equity funds, unquoted
companies or special purpose or investment holding
vehicles thatare geared by loan facilities that rankahead
of the Company’s investment. The Company does not
adopt restrictions on the extent to which it is exposed to
gearing in funds or companies in which it invests.
120
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AIFMD Disclosures
The Company is an alternative investment fund (“AIF”) for the purposes of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”), and the Manager was
appointed as its alternative investment fund manager (“AIFM”) for the purposes of the AIFMD with effect from 21 July 2014. The Manager is a “full scope” AIFM for the purposes of the AIFMD.
The AIFMD requires certain disclosures to be made in the Annual Report of the Company. Many of these disclosures were already required bythe Listing Rules and/or UK Accounting Standards,
and these continue to be presented in other sections of the Annual Report, principally the Strategic Report (pages 09 to 29), the Manager’s Review (pages 31 to 36) and the financial statements
(pages 81 to 84). Thissection completes the disclosures required by the AIFMD.
Assets subject to special arrangements
The Company holds no assets subject to special arrangements arising from their illiquid nature.
Remuneration disclosure
The total number of staff of the Manager for the period ended 31 May 2025, including staff remunerated by affiliates of the Manager, was approximately 488, of which eight were senior
management or other members of staff whose actions have a material impact on the risk profile ofthe Company (“identified staff”).
The total remuneration paid by the Manager and its affiliates to staff of the Manager in respect of the financial year ended 31 May 2025 attributable to work relating to the Company was as follows:
12 months to 31 May 2025 12 months to 31 May 2024
Fixed
£’000
Variable
£’000
Total
£’000
Fixed
£’000
Variable
£’000
Total
£’000
Senior management 397 563 960 473 677 1,150
Staff
1,366 846 2,212 1,492 909 2,401
Total staff
1,763 1,409 3,172 1,965 1,586 3,551
Identified staff 237 339 576 248 449 697
No carried interest was paid in respect of the Company during the year.
The above disclosures reflect only that element of the individuals’ remuneration that is attributable to the activities of the Manager relating to the Company. It is not possible to attribute
remuneration paid to individual staff directly to income received from any fund and hence the above figures represent a notional approximation only, calculated by reference to the assets under
management of the Company as a proportion of the total assets under management of the Pantheon Group.
In determining the remuneration paid to its staff, the Manager takes into account a number of factors, including the performance of the Company, the Manager and each individual member
ofstaff.These factors are considered over a multi-year framework and include whether staff have met the Manager’s compliance standards. In addition, the Manager seeks to ensure that its
remuneration policies and practices align financial incentives for staff with the risks undertaken and results achieved by investors; for example, by ensuring that a proportion of the variable income
received by identified staff is deferred for a period of at least three years.
121
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AIFMD Disclosures
Leverage
The AIFMD requires the Manager of the Company to set leverage limits for the Company.
For the purposes of the AIFMD, leverage is any method by which the Company’s exposure is
increased, whether through the borrowing of cash or by the use of derivatives or by any other
means. The AIFMD requires leverage to be expressed as a ratio between the Company’s
exposure and its net asset value, and prescribes twomethodologies, the gross method and
thecommitment method (as set out in Commission Delegated Regulation No. 231/2013),
forcalculating such exposure.
The following leverage limits have been set for the Company:
(i) Borrowings shall not exceed 100% of the Company’s net asset value or such lower
amount as is agreed from time to time with the Company’s lenders.
(ii) Leverage calculated as the ratio between the exposure of the Company calculated in
accordance with the gross method referred to above and its net asset value shall not
exceed 200%.
(iii) Leverage calculated as the ratio between the exposure of the Company calculated in
accordance with the commitment method referred to above and its net asset value
shall not exceed 200%.
Using the methodologies prescribed under the AIFMD, the Company’s leverage ratio as at
31 May 2025 is shown below:
Gross
method
Commitment
method
Leverage ratio 109.4% 110.6%
There have been no changes to the maximum level of leverage that the Manager may employ
on behalf of the Company during the financial year to 31 May 2025. There are no collateral or
asset reuse arrangements in place as at the year end.
Risk profile and risk management
The principal risks to which the Company is exposed and the approach to managing those
risksare set out in the Strategic Report (pages19to23) and also in Note 24 of the financial
statements (pages 104 to 108). The investment restrictions that seek to mitigate some ofthose
principal risks in relation to the Company’s investment activities are set out in the investment
policy (page 120) and under “Board responsibilities and relationship with the Manager” in the
Statement on Corporate Governance (page 57). Additionally, the individual counterparty
exposure limit for deposits with each of the Company’s bank counterparties has been set at
£70m or the equivalent in foreign currencies. The Manager’s risk management system
incorporates regular review of the principal risks facing the Company and the investment
restrictions applicable to the Company. The Manager has established appropriate internal
control processes to mitigate the risks, including those described in the “Risk Mitigation” column
in the “Risk Management and Principal Risks” section of the Strategic Report (pages21to23).
These investment restrictions have not been exceeded in the financial year to31 May 2025.
Article 23(1) disclosures to investors
The AIFMD requires certain information to be made available to investors in the Company
before they invest and requires that material changes to this information be disclosed in
the Annual Report of the Company. The information required to be disclosed is contained
in the document “Information for Investors”, which is available on the Company’s website
at www.piplc.com.
There have been no material changes to this information requiring disclosure.
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Alternative Performance Measures
We assess our performance using a variety of measures that are not specifically defined under
FRS 102 or International Financial Reporting Standards (“IFRS”) and are therefore termed
“APMs”. TheAPMs that we use may not be directly comparable with those used by other
companies. The APMs used by the Company are defined below.
Net available cash
Cash and net current assets/(liabilities) (see Notes 11, 12 and 13).
Available financing
Sum of available cash and undrawn loan facility.
Page
31 May
2025
£m
31 May
2024
£m
Available cash 12 21 16 (a)
Undrawn loan facility
12 289 398 (b)
Available financing 310 414 (a + b)
Capital call
Call to limited partners (“LPs”) to pay in a portion of the LPs’ committed capital when the general
partner (“GP”) has identified a new investment for purchase.
Page
31 May
2025
£m
31 May
2024
£m
Acquisitions at cost 84 133 153 (a)
Recallable distributions
(10) (15) (b)
Amount drawn for new commitments
(44) (50) (c)
ALN share of calls
– – (d)
PIH LP Investment
(73) (58) (e)
Investments made through PIH LP
154 126 (f)
Capital calls
160 156 (a + b + c +
d + e + f)
Capital call rate
Capital calls in the period divided by opening undrawn commitments.
31 May
2025
£m
31 May
2024
£m
Capital calls 160 156 (a)
Opening undrawn commitments
789 857 (b)
Capital call rate
20%
18% (a/b) x 100
Distribution
Cash or stock returned to the LPs after the fund has exited from an investment by selling it,
orfrom distributions received before a sale. Excludes such proceeds received relative to the
portion of the portfolio attributable to the ALN.
Page
31 May
2025
£m
31 May
2024
£m
Disposal of investments 84 206 132 (a)
Investment income received
81 20 16 (b)
Recallable distributions
(10) (15) (c)
Withholding tax deducted
(2) (3) (d)
ALN share of distributions
(4)
(4) (e)
Disposals of investments received
through PIH LP
81 67 (f)
Distributions from PIN’s portfolio
291 193 (a + b + c +
d + e + f )
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Pantheon International Plc Annual Report and Accounts 2025
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Alternative Performance Measures
Distribution rate
Distributions for the period divided by opening portfolio value.
Page
31 May
2025
£m
31 May
2024
£m
Distributions from PIN’s portfolio 291 193 (a)
Opening investments at fair value
96 2,499 2,418 (b)
ALN share of opening investments
(31) (31) (c)
Opening portfolio value
(excluding the ALN)
2,468 2,387 (d) = (b + c)
Distribution rate from PIN’s portfolio 12% 8% (a/d) x 100
Financing cover
Ratio of available cash, private equity assets (investments at fair value) and undrawn loan
facility to outstanding commitments. Future calls from outstanding commitments are expected
to be funded from future distributions realised from the existing private equity assets portfolio,
inaddition to distributions realised from future investments.
Page
31 May
2025
£m
31 May
2024
£m
Available financing 12 310 414 (a)
Investments at fair value
96 2,437 2,499 (b)
Tot al
2,747 2,913 (c) = (a + b)
Outstanding undrawn commitments
(excluding those outside their
investment period)
650 747 (d)
Financing cover 4.2x 3.9x (c/d)
The basis of calculation excludes any outstanding commitments relating to funds outside
theirinvestment period (>13 years old) as there is a low likelihood of these being drawn.
Thisamounted to £42.6m as at 31 May 2025 and £41.7m as at 31 May 2024.
Net debt to NAV
Net debt calculated as borrowings (excluding the outstanding balance of the Asset Linked
Note(“ALN”)) less net available cash. The ALN is not considered in the calculation of gross
borrowings or the loan-to-value ratio, as defined in PIN’s credit facility and loan note agreements.
Page
31 May
2025
£m
31 May
2024
£m
Net available cash 12 21 16 (a)
Drawn credit facility
12 103 83 (b)
Private placement loan notes
12 111 118 (c)
Net asset value
2,223 2,284 (d)
Net debt as a % of NAV 8.7% 8.1% - (a - b - c)/(d)
Net portfolio cash flow
Income and capital distributions received from funds following exit realisations less capital calls
made to finance investments or expenses.
31 May
2025
£m
31 May
2024
£m
Distributions from PIN’s portfolio 291 193 (a)
Capital calls
160 156 (b)
Net portfolio cash flow 131 37 (a - b)
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Pantheon International Plc Annual Report and Accounts 2025
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Alternative Performance Measures
Portfolio investment return
Total movement in the valuation of the underlying funds and companies comprising the
portfolio, expressed as a percentage of opening portfolio value. Foreign exchange effects and
other expenses are excluded from the calculation. The figure excludes returns attributable
tothe ALN. A reconciliation of the return after taxation to the portfolio valuation movement is
shown below.
Page
31 May
2025
£m
31 May
2024
£m
(Loss/return) after taxation
(per Income Statement)
81 (7) 32 (a)
Adjusted for non-portfolio income
and expenses
– Investment management fees
81 27 26 (b)
– Other expenses
81 3 6 (c)
– Interest payable and similar expenses
81 20 13 (d)
– Other income
– (1) (e)
– Portfolio and other FX
* 109 42 (f)
Portfolio valuation movement
152 118 (g) = (a + b +
c + d + e + f)
Opening investments at fair value
96 2,499 2,418 (h)
ALN share of opening investments
(31) (31) (i)
Opening portfolio value (excluding the ALN)
2,468 2,387 (j) = (h + i)
Portfolio investment return 6.2% 4.9% (g /j) x 100
* Includes FX on the portfolio excluding the ALN.
Data calculations and disclosures
The buyout figures for the 12 months to 31 December 2024 were calculated using all the
information available to the Company. The figures are based on unaudited data. MSCI data
was sourced from Bloomberg.
Revenue and EBITDA growth
Direct investments
1
The revenue and EBITDA growth figures were based upon the last 12 months to 31 December
2024 or, where not available, the closest annual period disclosed. The subset covers 89% and
90%for revenue and EBITDA growth respectively of PIN’s direct portfolio and may not be
representative of the entire portfolio. PIN’s direct portfolio accounts for 54% of overall NAV.
Individual company revenue and EBITDA growth figures were capped if in excess of -100%
and +100% to avoid distortions from large outliers.
Valuation multiple and debt multiple
Direct investments
Enterprise Value (“EV”) is defined as equity value plus net debt. The net debt and EV figures
were based on underlying valuations as at 31 December 2024, or the closest disclosed period
end. The subset used for the valuation multiple and debt multiple covers approximately 86%
and 85% respectively of PIN’s direct portfolio and may not be representative of the entire
portfolio. PIN’s direct portfolio accounts for 54% of overallNAV. Individual company valuation
and debt multiples were capped at 50x and 25x respectively to avoid distortions from large
outliers.
Cost multiple
The cost multiple data on page 114 is based on a subset that represented approximately 88%
by value of proceeds from exit realisations for the year to 31 May 2025 (May 2024: 84%).
The data covers primary investments and direct investments, and is based upon gross cost
multiples available at the time of the distribution. Fund secondaries and write-offs, defined as
investments whose holding multiples have fallen to 0.05x or less during the 12-month period
and where a confirmation of a permanent value impairment is received from the underlying
private equity manager, were excluded from the analysis. Write-offs for the period amounted
to0.4% of opening NAV (May 2024: 0.2%).
1 Direct investments include co-investments and manager-led secondary investments, held through fund vehicles that are
managed by third-party private equity managers.
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Alternative Performance Measures
Uplift
Realisation events are classified as exit realisations when proceeds equate to at least 80% of
total investment value and once confirmation of exit realisation is received from the underlying
private equity manager. Uplift on full exit compares the value received upon realisation
againstthe investment’s carrying value 12 months prior to exit or if known, the latest valuation
unaffected by pricing effects arising from markets participants becoming aware of the imminent
sale of an asset. The analysis on page 114 includes a subset of exit realisations that occurred
during the period and disregards the impact of any proceeds received outside the 12-month
period covered in the uplift analysis. The data in the subset represents 94% (May 2024: 98%)
of proceeds from exit realisations and 62% (May 2024: 66%) of distributions received during
the period. Partial exits and write-offs, defined as investments whose holding multiples have
fallen to 0.05x or less during the 12-month period and where a confirmation of a permanent
value impairment is received from the underlying private equity manager, were excluded from
the analysis. Writeoffs forthe period amounted to 0.4% of opening NAV (May 2024: 0.2%).
Ongoing charges
a) AIC ongoing charges
Annualised operating costs, excluding performance fees, financing costs and taxes, as a
percentage of the average month-end NAV over the year.
Page
31 May
2025
£’000
31 May
2024
£’000
Investment management fees 89 26,769 25,674
Lookthrough charges
1,348 2,827
Other expenses
81 2,579 2,148
Total expenses
30,696 30,649 (a)
Average month-end NAV
2,278,924 2,333,552 (b)
AIC ongoing charges 1.35% 1.31% (a/b) x 100
b) Total ongoing charges
Annualised operating costs, including financing costs and any performance fees charged by
Pantheon but excluding taxes, expressed as a percentage of the average month-end NAV over
the year.
Page
31 May
2025
£’000
31 May
2024
£’000
Investment management fees 89 26,769 25,674
Performance fee
– –
Lookthrough charges
1,348 2,827
Other revenue expenses
2,579 2,148
Interest payable and similar expenses
81 19,787 13,051
Total expenses and financing costs
50,483 43,700 (a)
Average month-end NAV
2,278,924 2,333,552 (b)
Total ongoing charges 2.22% 1.87% (a/b) x 100
Liquidity and undrawn coverage ratio
Ratio of available financing and 10% of private equity assets to undrawn commitments. Under
the terms of its loan facility, in order to make additional undrawn commitments, PIN is required
to maintain an undrawn coverage ratio of at least 33%.
Page
31 May
2025
£m
31 May
2024
£m
Available financing 12 310 414 (a)
Investments at fair value @ 10%
96 244 250 (b)
Tot al
554 664 (c) = (a + b)
Outstanding undrawn commitments
693 789 (d)
Liquidity ratio
80% 84% (c/d) x 100
Outstanding undrawn commitments
1
650 747 (e)
Undrawn coverage ratio 85% 89% (c/e) x 100
1 The basis of calculation excludes any outstanding commitments relating to funds outside their investment period
(>13years old) as there is a low likelihood of these being drawn. This amounted to £42.6m as at 31 May 2025 and
£41.7m as at 31 May 2024.
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Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Glossary of Terms
AIFMD
Alternative Investment Fund Managers Directive.
Asset Linked Note (“ALN”)
Unlisted, subordinated note due August 2027, the repayment and the performance of which are
linked to a reference portfolio consisting of older vintage funds. The holder of the ALN has rights to
receive c.75% of net cash flows arising from the reference portfolio prior to the repayment of any
outstanding balance in August 2027.
Buyout funds
Funds that acquire controlling interests in companies with a view towards later selling those
companies or taking them public.
Carried interest
Portion of realised investment gains payable to the general partner as a profit share.
Co-investment
Direct interest in a portfolio company, held through a fund vehicle managed by a third-party private
equity manager, by invitation alongside a private equity fund.
Commitment
The amount of capital that each limited partner agrees to contribute to the fund when andascalled
by the general partner.
Debt multiple
Ratio of net debt to EBITDA.
Deleverage
A reduction in a company’s total debt.
Direct investments (“Directs”)
Co-investments and manager-led secondary investments, held through fund vehicles that
aremanaged by third-party private equity managers.
Dry powder
Capital raised and available to invest but not yet deployed.
Earnings before interest, taxes, depreciation andamortisation(“EBITDA”)
A measure of earnings before interest and taxes that excludes non-cash expenses. Valuation
methods are commonly based on a comparison of private and public companies’ value as a
multiple of EBITDA.
Enterprise Value
The sum of a company’s market capitalisation and net debt (net debt equals debt less cash
andcash equivalents).
Exit
Realisation of an investment, usually through trade sale, sale by public offering (including IPO),
orsale to a financial buyer.
Expense charge
A pro rata share of the Company’s total ongoing charges allocated to the ALN, reducing each
quarterly payment. This is deducted from other expenses through the revenue account of
theIncome Statement.
Fund-of-funds
Private equity fund that invests in a portfolio of several private equity funds to achieve, compared
with a direct investment fund, a broader diversification of risk, including individual private equity
manager risk.
Fund management fee
Annual fee, typically charged by the GP as a percentage of LP commitments to the fund during
theinvestment period and attenuating thereafter, intended to cover the costs of running and
administering a fund.
General partner (“GP”)
The entity managing a private equity fund that has been established as a limited partnership,
alsocommonly referred to as the private equity fund manager.
Global financial crisis (“GFC”)
The global financial crisis refers to the period of extreme stress in global financial markets and
banking systems between mid 2007 and early 2009.
High-water mark
An investment’s high-water mark is the highest value a fund or portfolio reaches, used to
determine when fund managers are paid performance fees.
Initial public offering (“IPO”)
The first offering by a company of its own shares to the public on a regulated stock exchange.
Internal rate of return (“IRR”)
The IRR, a common measure of private equity performance, is calculated as an annualised
compounded rate of investment return based on the timing and quantity of cash flows.
Investment period
Period, typically five years, during which the GP is permitted to make new investments.
J-curve
Refers to the tendency of private equity funds to experience capital outflows and negative returns
in early years, and cash flow distributions and investment gains in later years, asportfolio
companies mature and are exited.
Limited partner (“LP”)
An institution or individual that commits capital to a private equity fund established as a limited
partnership. Limited partners are generally protected from legal actions and any losses beyond
their original commitment to the fund.
Liquidation
The sale of all remaining assets of a fund prior to its final cessation of operations.
127
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Glossary of Terms
Manager-led secondary
Purchase of an interest in a portfolio company, held through a fund vehicle managed by a
third-party private equity manager, alongside a private equity manager, where the manager is
seeking to extend the investment holding period in order to participate in the company’s next
phase of growth.
Market capitalisation
Share price multiplied by the number of shares outstanding.
Multiple of invested capital (“MOIC” or cost multiple)
A common measure of private equity performance, MOIC is calculated by dividing the fund’s
cumulative distributions and residual value by the paid-in capital.
MSCI World PME (“Public Market Equivalent”)
A performance benchmarking tool that compares private equity returns to the MSCI World Index,
a global benchmark for developed market equities. The PME method replicates the timing and
size of private equity cash flows (capital calls and distributions) as if they were invested in the
MSCI World Index. This allows investors to assess whether a private equity investment has
outperformed or underperformed public markets on a like-for-like basis, accounting for the impact
of cash flow timing. It is a widely used metric for evaluating the relativevalue and effectiveness of
private equity strategies.
Net asset value (“NAV”)
Amount by which the value of assets of a fund exceeds liabilities, reflecting the value of
aninvestor’s attributable holding.
Net available cash
Cash and net current assets (liabilities) less next ALN repayment.
Net debt to NAV
Net debt calculated as borrowings (excluding the outstanding balance of the Asset LinkedNote
(“ALN”)) less net available cash. The ALN is not considered in the calculation ofgross borrowings
orthe loan-to-value ratio, as defined in PIN’s credit facility and loan noteagreements.
Paid-in capital
Cumulative amount of capital that has been called.
Portfolio company
A company that is an investment within a private equity fund.
Portfolio investment return
Total movement in the valuation of the underlying funds and companies comprising the portfolio,
expressed as a percentage of opening portfolio value. Foreign exchange effects and other
expenses are excluded from the calculation. The figure excludes returns attributable tothe ALN.
Primaries
Commitments made to private equity funds at the time such funds are formed.
Private equity
Privately negotiated investments typically made in non-public companies.
Reference portfolio
As defined under the terms of the ALN, a subset of PIN’s private equity portfolio assets,
substantially comprising the Company’s oldest funds (2006 and earlier vintages).
Fund Secondaries/Secondaries
Purchase of existing private equity fund or company interests and commitments from aninvestor
seeking liquidity in such funds or companies.
Share buyback
A share buyback is where a company purchases its own shares from the market. This can be done
for several reasons, such as returning surplus cash to shareholders, taking advantage of wide
discounts in share prices to net asset values or providing liquidity to existing shareholders.
Share cancellation
Share cancellations refer to the process of reducing the number of shares outstanding. Listed
companies may cancel shares following a share buyback or to effect share capital reduction and
share forfeitures.
Share price premium (discount)
Occurs when a company’s share price is higher (lower) than the NAV per share.
Special situations
Special situations investments can include distressed debt, mezzanine, energy/utilities
andturnarounds.
Undrawn or outstanding commitments
Capital that is committed but is still to be drawn down by the GP for investment.
Uplift on exit
Uplift on full exit compares the value received upon realisation against the investment’s carrying
value 12 months prior to exit or, if known, the latest valuation unaffected by pricing effects arising
from markets participants becoming aware of the imminent sale of an asset.
Valuation multiples
Multiple of earnings (typically EBITDA or net income) or revenue applied in valuing a business
enterprise.
Venture capital
Investment in early and development-stage companies, often used to finance technological
product and market development.
Vintage
The year in which a private equity fund makes its first investment.
Weighted average fund age
Average fund age for the portfolio is weighted by the fund’s respective closing net asset values.
Fund age refers to the number ofyears since a private equity fund’s first investment.
Write-off
Investments whose holding multiples have fallen to 0.05x or less during the 12-month period and
where a confirmation of a permanent value impairment is received from the underlying private
equity manager.
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Directors and Advisers
Directors
John Singer CBE (Chair)
John Burgess
Zoe Clements
Tim Farazmand
Anthony (Tony) Morgan
Candida Morley
Dame Susan Owen DCB
Mary Ann Sieghart
Rahul Welde
Manager
Pantheon Ventures (UK) LLP
Authorised and regulated by the FCA
10 Finsbury Square
4th Floor
London
EC2A 1AF
Email: pip.ir@pantheon.com
PIN website: www.piplc.com
LinkedIn: www.linkedin.com/company/pantheon-international-plc
Pantheon website: www.pantheon.com
Secretary and registered office
Waystone Administration Solutions (UK) Limited
Waystone Group
Broadwalk House
Southernhay West
Exeter
EX1 1TS
Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
J.P. Morgan Cazenove
25 Bank Street
London
E14 5JP
Custodian and Depositary
BNP Paribas
10 Harewood Avenue
London
NW1 6AA
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Morgan, Lewis & Bockius UK LLP
Condor House
5–10 St Paul’s Churchyard
London
EC4M 8AL
Communications Adviser
Monfort Communications
2nd Floor
Berkeley Square House
Berkeley Square
London
W1J 6BD
See more information
on the PIN website
here:
Follow us on our
Linkedin page here:
129
Pantheon International Plc Annual Report and Accounts 2025
Strategic Report Manager’s Review Governance Financial Statements Supporting Analysis Other Information
Electronic communications from the Company
Shareholders now have the opportunity to be notified by email when the Company’s Annual
Reports, Notices of Meetings and other formal communications are available on the
Company’s website, instead of receiving printed copies by post. This has environmental
benefits due to the reduction ofpaper, printing, energy and water usage, as well as reducing
costs to the Company. Ifyou have not already elected to receive electronic communications
from the Company and wish to do so, visit www.signalshares.com. To register, you will need
your investor code, which can be found on your share certificate.
Alternatively, you can contact MUFG Corporate Markets’ Customer Support Centre, which
is available to answer any queries you have in relation to your shareholding:
By phone: call +44 (0)371 664 0300. Calls from outside the UK will be charged atthe
applicable international rate. MUFG is open between 09:00 and 17:30, onMonday to Friday
(excluding public holidays in England and Wales).
By email: shareholderenquiries@cm.mpms.mufg.com
By post: MUFG Corporate Markets (UK) Limited, Central Square, 29Wellington Street,
Leeds, LS1 4DL, UK
Designed and produced by Friend
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Pantheon
International Plc
10 Finsbury Square
4th Floor
London
EC2A 1AF
United Kingdom
Telephone
+44 (0)20 3356 1800
E-mail
pip.ir@pantheon.com
Website
www.piplc.com
Registered in England
number: 02147984
A member of the Association
of Investment Companies