Half-year Report

For immediate release

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, Canada, Australia (other than to persons who are both wholesale clients and professional or sophisticated investors in Australia), Japan, the Republic of South Africa or any other jurisdiction where its release, publication or distribution is or may be unlawful.

PANTHEON INTERNATIONAL PLC

HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 NOVEMBER 2024

The full Half Year Report and Accounts can be accessed via the Company's website at www.piplc.com or by contacting the Company Secretary by telephone on +44 (0)333 300 1932.

Pantheon International Plc

(the "Company" or "PIP")

Pantheon International Plc, a FTSE 250 investment trust that provides access to an actively-managed global and diversified portfolio of private equity-backed companies, today publishes its Half Year Report and Accounts for the six months ended 30 November 2024.

A busy period implementing Step 3 of our corporate strategy that aims to stimulate demand for PIP's shares.

· Assessing stakeholder needs and consistently listening to their changing views and needs. This is helping us to guide our corporate and marketing plans, putting shareholder interests first.

· Focus on governance. Recruitment of three highly experienced new NEDs from the private equity sector - Tim Farazmand, Candida Morley and Tony Morgan. Zoe Clements formally took over as Audit Chair during the period. This is part of our continuing build of corporate proactivity at the Board.

· Ongoing performance and strategic evaluation. A Strategic Sub-Committee has been set up and we are expecting the update to be largely in place before the AGM. This includes continuing to refine PIP's corporate, leverage and investment strategy, and the construction of PIP's portfolio which continues to perform well over the long term.

· Marketing activities. We have engaged external partners to work alongside us to deliver a marketing plan, alongside our strategic objectives, which includes an educational programme designed to help to remove obstacles to increasing market demand for PIP's shares. The discovery phase has been completed.

· Capturing value for shareholders. Capital allocation policy implemented during the period, following the large buyback programme in the previous financial year. During the period, PIP invested £12.7m in share buybacks which have been accretive to the NAV.

Performance update

· NAV per share grew by 2.3% (net of fees) during the half year. Valuation gains across the portfolio and NAV accretion from share buybacks were partially offset by unfavourable currency movements, given that PIP's portfolio is predominantly USD-denominated. Currency movements tend to balance out over the long term. 

· As a result of the ongoing macroeconomic challenges, PIP's NAV performance, in line with the broader listed private equity sector, was muted during the six-month period. It should be noted that private equity is a long-term asset class and performance should be viewed through that lens.

· PIP's share price was flat (+0.2%) during the period.

Annualised performance as at 30 november 2024

1 Inception in September 1987.

NAV per share vs. market performance

Share price vs. market performance

Portfolio update

· Direct investments account for the majority of the portfolio with 55% of PIP's portfolio invested in co-investments and single-asset secondaries, which are complemented by hard-to-access funds.

· PIP had over c.300 full exit events during the half year. The weighted average uplift from these fully realised exits was 26% and the weighted average uplift in the last 10 years has been 30%.

· The average cost multiple on exit realisations was 3.1 times during the half year, and that figure since 2014 has been 3.0 times.

· PIP's portfolio has remained cash-generative during the period with net cash inflow from the portfolio of £45m. PIP has generated £1.7bn of net cash over the last 10 years.

· PIP's portfolio is well-positioned to navigate economic cycles. Our confidence is underpinned by the annualised revenue and EBITDA growth in PIP's buyout portfolio that has continued to exceed the EBITDA and revenue growth of companies in the MSCI World index. Over the past five financial years, PIP's portfolio companies have grown EBITDA and revenue at a rate of 19% and 17% p.a. respectively.

· Minimising risk: PIP's loss ratio for all investments, realised and unrealised, made over the last 10 years is low at 2.6%1.

Financial position update

· During the period, PIP's credit facility was right-sized to a £400m equivalent with the flexibility for this to be increased to £700m under the existing structure.

· As at 30 November 2024, PIP had net available cash of £21m while £116m was drawn down under the credit facility and £118m of sterling equivalent loan notes were outstanding. 

· Therefore as at 30 November 2024, PIP's net debt to NAV, excluding the Asset Linked Note, was conservative at 9.2%. The Board currently does not expect net leverage to exceed 10% of NAV under normal market conditions.

· As at 30 November 2024, PIP's financing cover was 4.0x and its undrawn coverage ratio was comfortable at 79%, relative to the 25% minimum required under existing loan covenants.

Commenting on the half year, John Singer CBE, Chair of PIP, said: "We have had a very busy six-month period during which we have continued to implement Step Three of our three-step programme, building on the success of the large share buyback and the implementation of the capital allocation policy in the previous financial year. While our journey began years ago with the shift towards direct investments in PIP's portfolio, the last two years have seen huge developments across our corporate and leverage strategy, and the integration of our investment, corporate and leverage strategies so that each supports the other. All driven by our firm belief that Investment Trust Boards need to be proactive, and go beyond stewardship. The market environment continues to evolve, requiring us to respond nimbly and to ensure that we continue to put shareholders first and to build trust. The Board is excited about the work that still lies ahead of us and this excitement stems from the increasing interest in private equity and the opportunity that we have to reach a widening range of investors. We will continue to work hard to deliver value for shareholders over the long term."

Commenting, Charlotte Morris, Partner at Pantheon and Co-Lead Manager of PIP, said: "Although it will not be immediate, we anticipate an increase in deals and exits over the next couple of years starting with a gradual increase in activity in 2025. We are encouraged to see that, as confidence returns to the M&A market, an increasing number of companies in PIP's portfolio are already on the exit ramp. When our managers have sold their portfolio companies, they have realised their investments at a substantial uplift to their holding values. We believe that this not only demonstrates the conservative nature of our underlying private equity managers when valuing their portfolio companies but also the embedded value and high-quality assets in PIP's portfolio."

Commenting, Helen Steers MBE, Partner at Pantheon and Co-Lead Manager of PIP, said: "We believe that private equity offers unique benefits, and that private market investments should be accessible to all investors. An investment in a company like PIP democratises this opportunity. We have managed and advised PIP since it was launched in 1987 and it has been designed to provide an "all weather", high-quality, low-risk portfolio that can withstand macroeconomic volatility and market cycles. As we look ahead, we believe that PIP has the track record and credentials to continue to perform well and create value over the long term."

A video of the Pantheon team discussing PIP's half-year results is available on PIP's website at www.piplc.com.

1 Loss ratio is calculated as the sum of 1) the loss made on realised investments which have exited below cost and 2) the difference between the unrealised value and the cost of unrealised investments which are held below cost, divided by the aggregate costs of all investments.

LEI: 2138001B3CE5S5PEE928

For more information please contact:

Follow PIP on LinkedIn: https://www.linkedin.com/company/pantheon-international-plc

Important Information

A copy of this announcement will be available on the Company's website at www.piplc.com Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Making the private, public

A share in Pantheon International Plc ("PIP" 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 PIP can be bought and sold as they would in any other publicly listed company.

1 The 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 market participants becoming aware of the imminent sale of an asset.

2 Loss ratio is calculated as the sum of 1) the loss made on realised investments which have exited below cost and 2) the difference between the unrealised value and the cost of unrealised investments which are held below cost, divided by the aggregate costs of all investments.

3 Ongoing charges are calculated based on the AIC definition. Including financing costs, PIP's total ongoing charges would be 2.25%. See the Alternative Performance Measures section in the full Half Year Report for calculations and disclosures.

CHAIR'S STATEMENT

Addressing today our shareholders' needs for tomorrow

I am discussing PIP's interim results in the context of the longer-term third step of our strategic journey aimed at reinforcing PIP's trusted attraction and relevance for accessing private equity.

As I sit here writing to you to report on the first six months of Step Three of our strategy, as set out in my first Statement to you in 2023, I feel very positively about overall progress made in this period. Step Three is where we shift from removing obstacles that might restrict the growth in demand for our shares to actively focusing even more than previously on stimulating demand to help reduce our discount.

However, at times I have been less confident about the macro environment within which we have had to operate. Those who were confidently talking up the green shoots of mergers and acquisitions ("M&A") and business activity a year ago will no doubt share our disappointment that this six-month period still suffered from the macro headwinds of inflation, higher interest rates, and politics at home and abroad; and, indeed, from micro ones, such as a more challenging environment for private equity exits, a misleading cost disclosure environment and investor preferences for passive investing. Towards the end of the period, though, I am happy to report that interest rates have fallen, private equity exits have risen, and the US election result has brought to an end some of the uncertainties caused by a string of political elections.

Turning to our own performance during this period, in line with most of our peers in the quoted private equity sector, this has seen muted results of 2.3% NAV per share growth, reflecting the macro and micro elements referred to above. This contrasts with the three-year period when the MSCI World index has pulled away from the listed private equity sector's returns, partly as a result of the "Magnificent Seven"1 shares' impact.

From a Board perspective, PIP having a long-term investment strategy, we look beyond this six-month "snapshot" to key performance indicators ("KPIs") that give us a view on longer-term performance, with the aim of at least maintaining, and hopefully improving on, the 11.8% annualised NAV per share growth since 1987 (net of fees). And in this regard, there has been positive news in this period.

The first measure for us in assessing the strength of the portfolio is the growth of profits at EBITDA level of the companies we invested in. Our confidence in our portfolio valuations is underpinned by the 19% five-year annualised EBITDA growth in PIP's buyout portfolio that has continued to exceed the 8% growth of companies in the MSCI World index. The second measure is the uplift on exit realisations, which, even in this difficult period, showed an average uplift of 26%, demonstrating the embedded value within our portfolio.

Turning from value to cash flow, we continued to see positive cash generation during the six-month period of £45m, which includes £118m of distributions, and £73m of calls. This reflects a 15% upturn in global M&A2, while private equity, with an estimated dry powder for buyouts now up to $1.5tn3, began a return to active buying. Within PIP's portfolio, private equity buyers accounted for 46% of exit realisations against 43% acquired by strategic buyers. This gentle but welcome increase in cash flow for PIP (50% up on the same period to November 2023) allowed us to commit £88m to new investments, of which £33m was immediately drawn down. In line with our portfolio strategy guidelines, 47% was invested in our core area of small and medium-sized businesses ("SMEs"); 53% in our favoured sectors of information technology and healthcare. As a result, the portion of our portfolio in co-investments and manager-led secondaries, where our highly developed "double filter" for due diligence differentiates us, ticked up to 55%. Finally, regarding cash flow, we ended the period with cash at an efficient level of £21m, after making buybacks of £12m at an average 34% discount to NAV.

All of this investment activity has been carried out strictly within the leverage strategy guidelines set out in the last Annual Report. Our 9.2% gearing as a percentage of NAV is below the relevant peer group average of 12.9%, and leaves £293m of our revolving credit facility available for drawdown when needed. With our end of period cash balance of £21m this provides a very comfortable cover of 4.0 times relative to undrawn commitments for funds within their investment periods.

In summary, the increase in our portfolio's NAV during this period has been held back by the continuing low level of exits and distributions, which has persisted for the sector over the last couple of years. These in turn limit the NAV impact of exit uplifts, and also of a higher level of buybacks that we have achieved in past years. But our integrated investment and leverage strategies have continued to show the "all-weather" qualities of the portfolio designed for such short-term periods for the benefit of long-term investors seeking the consistency of NAV performance which releases the built-in growing value over cycles. Our capital reallocation programme has allowed our investors to benefit from this built-in value through buybacks while also taking advantage of new investment opportunities at this time in the cycle.

Moving on from these six-month results, on the downside, however, our discount remains in the mid-30s - even if improved from the 43% figure when our Board announced the Step One £200m buyback programme. But we have retained great momentum in our progress to Step Three of our strategy during this period. While long-term capital growth remains the main target, this step sees our focus increasing heavily on the medium-term goal of closing this discount - which could only be achieved once Steps One and Two had been successfully concluded.

During this period there has been much discussion by those closely involved with our quoted private equity sector as to how these discount issues need to be addressed, and what lessons the investment trust sector as a whole need to take to heart now. Beyond the "sine qua non" of good performance, market commentators continue to be vocal about the need for significant changes in fundamental structure and behaviour.

Taking the warnings of two of the brokers closest to our listed private equity sector, and synthesising these somewhat crudely, they centre on four key areas: proactive engagement; demonstrating relevance; stimulating demand; and putting shareholders first. Last year I started my Chair's Statement by stressing our own Board's concerns for our sector with similar messages, noting that "beyond stewardship; greater use of proactive and integrated strategies, and putting shareholders first" remained among our key priorities at PIP.

And so I would like to set out our Board's review of the last six months in the context of these four areas, and then summarise the most important actions and events during this first six months of Step Three of our strategy designed to improve our relevance, increase demand for our shares and, hopefully, working with colleagues in the sector, reduce the discount for both Pantheon International and the sector. "Ten Key Actions and Events towards Step Three in This Period " below.

Proactive engagement

When I took over the Chair in October 2022, our Board agreed that to provide a successful future for NAV and share price performance, we would have to go beyond traditional IT Board governance, administration and monitoring. We had to proactively challenge, and take tactical actions as any successful corporate Board would - namely, in an integrated fashion within an integrated corporate, investment and funding PIP strategy that would deliver those performance objectives. These steps should be defined clearly and shared with all stakeholders transparently as soon as they could be made public. Each genuinely would move PIP forward, each building on the one before, providing a continuum as they worked together, and converting a short-term mindset to medium- and long-term achieved objectives across the integrated strategies.

Summarising briefly these steps described in detail in previous Chair letters, our investment strategy involved a move several years ago to direct investments, now representing 55% of our portfolio, allowing a more proactively chosen and monitored product mix.

Ten key actions and events towards Step Three in this Period

Moving to corporate policy and share buybacks, in August 2023, the Board took the bold decisions to embark on a £200m share buyback programme, followed in May 2024 by the announcement of our capital allocation policy, which set out our intention to continue share buybacks during the periods where the discount remains wide. These two measures were supported by a new leverage strategy which included a $150m private placement - a first in the quoted private equity sector. These market-leading actions, facilitated by the reverse auction tender offer, succeeded in capturing value for remaining shareholders at a time when the discount had widened meaningfully. Meanwhile, the capital allocation policy has resulted in a further £9m from net cash flows being invested in share buybacks in the six-month period to 30 November 2024. The buyback programme also removed the overhang of legacy shareholdings and other potential obstacles to increasing market demand in Step Three. Step Three itself, which will be further described below, consists of an integrated and strategic approach to increasing demand for PIP shares, and thereby our sector, sustainably over the medium term.

Relevance of investment trusts and their strategies

Our Board discusses relevance frequently, and we try to apply the word to various aspects of what we do - the IT vehicle itself, its strategies, the Board and Manager, and also who we are and what we stand for.

Relevance to our investors is crucial to our strategies and their overall objectives (our North Star). We are now updating our strategic plan, and will be testing and reshaping our North Star to capture the demands of a private-equity investing audience interested in transparency, trust, shareholder-leading, and prudent risk-return management.

The Board and Manager must be relevant in terms of understanding the changing needs of all stakeholders in the private equity investing world. This explains the very high priority we made in this first half of the year to attract three new Non-Executive Directors with the highest credibility, reputation and experience in today's private equity world.

And in my continuing meetings with investors, the question of relevance is often applied to ITs in comparison with more recent vehicles like LTAFs, SICAVs, ELTIFs4 and other evergreen funds. These structures certainly solve many of the challenges of investing in traditional drawdown funds - such as instant diversification, J-curve mitigation; and instant target allocations without future capital calls. However, while these vehicles may reduce some of the discount uncertainty of ITs, they do not provide the ability for investors to achieve unrestricted daily liquidity. Closed-end ITs provide that liquidity with greater simplicity and certainty; managers are not forced to sell investments to fund redemptions. They have the additional advantages of being able to use gearing, of having independent Boards for strategy as well as governance, and of providing greater accessibility for small shareholders.

A final point on this topic to note is that while these issues arise in many of the conversations I have with investors, it is remarkable how many of those meetings end with a plea to PIP to do all we can to ensure the sustainability and survival of the IT model.

Stimulating market demand

This is truly the heart and soul of Step Three - creating sustainable drivers of lower discounts in the medium term. It is led by our conviction that investment trusts in general, and PIP in particular, offer a superior way for investors to access private equity, and therefore our long-standing commitment to broadening the reach and relevance of PIP. The marketing element of the overall strategic plan will therefore centre on sharing this conviction with a wider range of potential investors, expanding our reach to engage with more individuals and their advisors across the UK.

I described in the 2024 Annual Report the work being done to produce an integrated corporate, investment and funding strategy for PIP aligned with the shifts in the market and competitive environments taking place. We continue its implementation, holding onto our core qualities and values, and fundamental approach - listening to investors, nurturing trust and fostering transparency to produce outstanding investment performance. But since we came together as a Board at the end of 2022, a number of elements have had to be put in place to carry out this update successfully:

- An enhancement of the Board to include new members who both fully understand those changes and can challenge each other to come up with solutions that deal with them. We were delighted to welcome at the start of 2025 three highly experienced and respected senior private equity Directors - namely, Tim Farazmand, Candida Morley and Tony Morgan - doubling the number of private-equity experienced Directors, alongside our Board colleagues who also bring marketing, media, accounting and general management skills. A strategy sub-committee of the Board has been established to lead the discussion on the changing market landscape.

- We have continued to listen to the evolving opinions of investors, brokers and investment bankers - including my continuing meetings with 25-30 of our investors. These will continue to help guide our strategy and ensure that we continue to put shareholder interests first in a relevant and appropriate vehicle.

- Over those two years we have tried to identify as many perceived obstacles as possible which could hold back demand for quoted private equity through ITs. We understand the need to educate the wider investor audience - including individuals, wealth advisors and other institutions - on the attraction of private equity for long-term, risk-adjusted returns. As I have said in previous Chair letters, a sector approach is much more powerful here, and we will continue to work towards achieving this with some of our colleagues who, happily, have been busy updating their own strategies.

Alongside this preparatory work, the success of implementation will involve a heavily targeted marketing input. An enormous amount of work has been done over the last six months by our Marketing Committee to prepare our marketing plan.

I would like to thank both our Committee (headed from the Board by Mary Ann Sieghart) and our external partners, who have made significant progress in identifying key segments of the investor universe where we believe private equity investment trusts will be of particular interest, and in understanding the core elements of PIP's proposition that should appeal to these potential investors.

Our research shows that investors are becoming increasingly sophisticated and are looking to invest in new asset classes. Meanwhile, wealth advisors are seeking to diversify their clients' portfolios. Our aim is to participate in this growth and to increase the size of our market share by targeting investors whose objectives align with PIP's.

We understand from our work to date that clear, simple, relevant and human-focused branding will help us target new individual investors, as well as wealth managers and independent financial advisors.

Our intention is to have this coordinated strategic and marketing planning work largely in place by the AGM, and I very much look forward to updating you on the progress of both in the Annual Report.

Putting shareholders first

Our focus remains steadfast on putting shareholders first, going beyond stewardship of shareholder capital, and I hope that this message has got through clearly in all the sections above. Our North Star must reflect who we are, what we stand for, and the strong culture and values shared throughout Pantheon and the Board. At the heart of that is listening to shareholder interests and needs, maintaining trust that long-term shareholder interests, both individual and institutional, come first. And the strongest endorsement of our belief in PIP is our alignment alongside shareholders as shareholders ourselves. Across the Directors and Pantheon Partners, our skin in the game has increased over this half year by 0.9m shares, representing 6.2m of total shares held at 27 February 2025 at a value at that date of £20m.

On the all-important issue of governance, as I mentioned above, we have further strengthened the Board in recent months, and that Board works extremely closely as a team with Pantheon, respecting the executive role of the Manager, but with a mix of continuing challenge on the one hand, and support from experience and networks on the other. Just one example of how shareholder interests are put above those of the Manager is the capital reallocation programme through buybacks, which has in total to date increased NAV by approximately 30 basis points.

In terms of other Board developments, Zoe Clements has formally taken over as Audit Committee Chair during the period, following David Melvin's stepping down from the Board, as reported in the 2024 Annual Report.

During the half year, the Board was gratified to receive a second Board of the Year award, this time from Quoted Data, following the Board of the Year award we received from Citywire in 2023. Both acknowledged our passion and commitment for democratisation within the private equity sector, and both commented on the fact that, for PIP, shareholders are paramount.

Conclusion

Despite the many successes and areas of progress that I have been able to report on at this interim stage, there is no room for complacency, and the Board continues to work hard in these exciting but challenging times to deliver value for shareholders. The excitement stems from the increasing investor interest in private equity assets, and the fact that the range of actual and potential investors is broadening. The challenge comes from the ever-broadening range of options for investors to access private equity. While the journey began years ago with our shift towards direct investments, the last two years have seen huge developments across our corporate and leverage strategy, and the integration of our investment, corporate and leverage strategies so that each supports the other. The articulation of our North Star will bring all these elements together and offer a renewed sense of purpose in our traditional transparent manner.

The market environment continues to evolve, requiring us to respond nimbly to ensure that we continue to offer a relevant and attractive means of accessing private equity, to put shareholders first and continue building trust. I would just like to finish by thanking everybody - including my very special and hard-working Board colleagues - who have been involved thus far on our journey, and I look forward to reporting further on progress when we next meet.

JOHN SINGER CBE

Chair

27 February 2025

1 Magnificent 7" stocks: Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta Platforms and Tesla.

2 S&P Global Market Intelligence as at 31 December 2024. Data compiled 30 January 2025.

3 PitchBook as at 31 December 2024.

4 Refer to glossary for full description and definition.

PIP's objective is to maximise capital growth over the long term

As a result of the ongoing macroeconomic challenges, PIP's NAV performance, which was broadly in line with the listed private equity sector average, was muted during the six month period. The performance of the MSCI World index was skewed by a small number of companies (the "Magnificent 71"). Private equity is a long-term asset class and PIP's NAV per share growth since inception continues to outperform both public benchmark indices.

Annualised performance as at 30 November 2024

NAV per share relative performance

Share price relative performance

* Inception in September 1987.

1 "Magnificent 7" stocks: Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta Platforms and Tesla.

Key Performance Indicators

PIP regularly reports against six Key Performance Indicators ("KPIs"). During the six month period, NAV per share growth, which was in line with the listed private equity sector, was muted due to the ongoing macroeconomic challenges. Nevertheless, total shareholder return was maintained and the returns from PIP's actively-managed portfolio are on an upward trend. Net portfolio cash flow has remained positive during the period and the Company's active liquidity management ensures a high coverage of PIP's undrawn commitments. We believe that a prudent gearing strategy can enhance future returns.

1 Excludes valuation gains and/or cash flows associated with the Asset Linked Note ("ALN").

2 Excludes the portion of the reference portfolio attributable to the ALN.

3 Net cash (debt) to NAV.

4 Relevant peer group comprised: CT Private Equity Trust, HarbourVest Global Private Equity, ICG Enterprise Trust and Patria Private Equity Trust. Data as at 30 November 2024.

5 Outstanding commitments relating to funds outside their investment period (>13 years old), amounting to £42m as at 30 November 2024 (30 November 2023: £45m), were excluded from the calculation as there is a low likelihood of these being drawn.

OPTIMISING PIP'S CAPITAL STRUCTURE

We aim to build a sustainable, diverse and flexible capital structure that can support PIP's corporate and investment strategies.

PIP has a resilient, long-term and sustainable capital structure, with access to both traditional lenders in the form of a £400m revolving credit facility ("credit facility") as well as institutional investors via USD$150m of private placement loan notes ("loan notes"). As a result of its proactive approach to managing vehicle financing, PIP has successfully diversified its financing counterparties, expanded its sources of liquidity and reduced refinancing risk.

New investments, calls on undrawn commitments and share buybacks will be funded primarily by distributions and, where appropriate, short-term drawdowns from the credit facility.

Minimal gearing level

As at 30 November 2024, PIP had £116m drawn down under the credit facility and £118m of sterling-equivalent loan notes outstanding. Taken in conjunction with PIP's net available cash of £21m, this results in a conservative net debt1 to NAV ratio of 9.2%. The Board currently does not expect net leverage to exceed 10.0% of NAV under normal market conditions.

Undrawn commitments by vintage2

PIP's undrawn commitments were £759m as at 30 November 2024 (31 May 2024: £789m). Of the £759m undrawn commitments as at the period end, £42m (31 May 2024: £42m) relate to funds that are more than 13 years old, and therefore outside their investment periods. Generally, when a fund is past its investment period, it cannot make any new investments and only draws capital to fund follow-on investments or to pay expenses. As a result, the rate of capital calls by these funds tends to slow dramatically.

Managing our financing cover

We regularly stress test PIP's balance sheet against a range of scenarios and market conditions to ensure that it is well positioned for the long term. We manage PIP 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 PIP's private equity portfolio and available financing. We achieve this by managing PIP's investment pacing as well as constructing its portfolio to ensure the right balance of exposure to primaries, manager-led secondaries and co-investments.

As at 30 November 2024, PIP had net available cash3 balances of £21m (31 May 2024: £16m).

In addition to these cash balances, PIP also has access to a multi-currency revolving credit facility. The Company's credit facility was right-sized to a £400m equivalent commitment (from a £500m equivalent commitment) in October 2024, with the flexibility for this to be increased to £700m under the existing structure, subject to the consent of the participating lenders. The credit facility will expire in October 2028 with an ongoing option to extend, by agreement, the maturity date by 364 days at a time.

Using exchange rates as at 30 November 2024, the credit facility amounted to a sterling equivalent of £409m, of which £293m remained undrawn as at the half year.

With £21m of net available cash and an undrawn credit facility of £293m, PIP had £314m of available financing as at 30 November 2024 (31 May 2024: £414m) which, along with the value of the private equity portfolio, provides comfortable cover of 4.0 times (31 May 2024: 3.9 times) relative to undrawn commitments for funds within their investment periods.

Another important measure is the undrawn coverage ratio, which is the ratio of available financing and 10% of private equity assets to undrawn commitments. The undrawn coverage ratio is a key indicator of the Company's ability to meet outstanding commitments, even in the event of a market downturn, and was 79% as at 30 November 2024 (31 May 2024: 89%)4 against a bank loan requirement of maintaining this covenant above 25%.

1Net 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 PIP's credit facility and loan notes agreements. If the ALN is included, net debt to NAV was 10.3% as at 30 November 2024.

2Includes undrawn commitments attributable to the reference portfolio related to the ALN.

3 The available cash and loan figure excludes the current portion payable under the ALN, which amounted to £26m as at 30 November 2024.

4Excludes outstanding commitments relating to funds outside their investment period (>13 years old), amounting to £42m as at 30 November 2024 (31 May 2024: £42m).

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 which 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 which 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-ended 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 which 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.

MANAGER'S REVIEW

OUR MARKET

An improved outlook for deal activity

Helen Steers MBE and Charlotte Morris, Partners at Pantheon and Co-Lead Managers of PIP, discuss how in 2025, following a challenging period, the stage is set for increased investment and exit activity in the private equity market.

The macroeconomic environment in 2024 was marked by a gradual easing of inflation and initial reductions in interest rates from their recent highs, amid persistent geopolitical tensions. Central banks, having raised interest rates significantly since the inflation peaks of 2022, began to cut rates as inflation in both the USA and Europe moderated by the end of 2024, although still above target levels.

In 2024, public and private markets benefitted from a stabilising macroeconomic environment and increasing business confidence although challenges have remained. However, public market performance was concentrated, driven by the so-called "Magnificent 7" stocks1 which account for a large and growing slice of the market.

Furthermore, the ongoing shrinkage in the number of public companies globally, as the number of private equity-backed companies increases, presents additional challenges for investors. Over the past 20 years, the number of publicly traded companies in the USA has reduced by 13% while the number of US private equity-backed companies has increased by over 270%2, and this phenomenon has been repeated all over the world. With public markets becoming increasingly concentrated and inaccessible or unattractive to smaller, fast-growing businesses, having exposure to the private company opportunity set could become increasingly important for investors.

Deal activity is starting to pick up in the private equity market

The last two years have been characterised by a prolonged period of lower deal activity, which has led to subdued exit activity and low distribution rates across the private equity industry. We have seen this reflected in PIP's own portfolio both during the six-month period and during the financial year before that. However, the reduction of interest rates from recent highs, and the gradual return of business confidence has started to positively impact the mergers and acquisitions ("M&A") market, creating a more conducive environment for deals. In 2024, global M&A deal value increased by 15% year-on-year3, while private equity deal volume in 2024 exceeded USD$1.5tn, an 11% increase from 2023, though still below the 2021 peak4. Sentiment has improved as the interest rate environment has improved and inflation has stabilised. Further cuts in interest rates are likely to stimulate more dealmaking.

In 2024, business confidence and M&A activity was also impacted by a number of government elections being held around the world, and was delayed in particular by the US elections. Many PE managers waited for more certainty about what a change in administration might mean for policy decisions, and therefore the impact on targeted investment opportunities. At the period end, just over half of PIP's portfolio was invested in the USA. It is too early to predict what might happen under the new Trump administration, and the potential imposition of tariffs could result in a range of outcomes that affect portfolio companies in different ways. Nevertheless, the indications are that this administration is in favour of deregulation and the potential expansion of tax cuts for corporations, both of which should be beneficial for private equity managers and their portfolio companies in the region, especially those with domestic activities.

Although it will not be immediate, we anticipate an increase in deals and exits over the next couple of years. We expect to see a gradual increase in activity in 2025, with further growth next year rather than a sudden surge of deals hitting the market. Sales processes in private markets can be lengthy, since deal negotiations and legal processes take time to complete, but we are encouraged to see that, as confidence returns to the overall M&A market, an increasing number of companies within PIP's portfolio are already on the exit ramp.

As a result of the ongoing macroeconomic challenges, PIP's NAV performance, in line with the broader listed private equity sector, was muted during the six-month period. However it should be noted that private equity is a long-term asset class and performance should be viewed through that lens. In addition, PIP's track record of weathering different market cycles over the past 37 years gives us confidence in PIP's prospects once the M&A market recovers with more pace.

Exits are still being achieved at substantial uplifts

We believe that good-quality and scarce assets will continue to attract buyers at compelling valuations. Corporate buyers, many of which are sitting on cash, do not want to miss out on an interesting acquisition opportunity and risk the target being purchased by a competitor or by a private equity manager and then having to wait a further five or six years before having another chance to acquire the company. In addition, when our managers have sold their portfolio companies, they have realised their investments at a substantial uplift on exits in PIP's portfolio to their holding values. For example, during the period the weighted average uplift on exits in PIP's portfolio was 26%. We believe that this demonstrates the embedded value and high-quality assets in PIP's portfolio. This is not a phenomenon specific to this period but is a trend that we have observed for many years. Over the last ten years, the average uplift upon exit of PIP's portfolio companies has been 30%.

Fundraising in private equity expected to increase in the year ahead

Despite the challenging macroeconomic environment, institutional investors have been clear about their intentions to allocate more to private equity in 20255. Investors are attracted to private equity primarily because of the return potential. An inherent characteristic of private equity managers is their flexibility and ability to respond nimbly to changing market conditions. Private equity-backed businesses benefit not only from capital investment, but also from having access to operational expertise, ranging from specialist consultants to former CEOs acting as advisers or board members. Private equity's long-term investment horizon, coupled with direct control through which private equity managers can bring operational skill to bear, means that private equity managers are afforded the time to effectively execute their value-add theses without being burdened by mark-to-market volatility, or the pressure to hit short-term profitability targets. Given investment returns have remained strong and the asset class continues to be compelling, there is likely to be a notable uptick in fundraising activity across private equity this year.

Focusing on mid-market opportunities in resilient sectors

We see opportunities across the private equity landscape and continue to focus on businesses with strong fundamentals. On behalf of PIP, we are backing top-quality managers who are sector specialists, focusing on resilient, non-cyclical sectors that are benefiting from long-term trends, such as automation and digitalisation and ageing demographics. We believe that as a result of PIP's sector exposure and the hands-on approach of the underlying private equity manager when managing their portfolio companies, as described already, PIP's portfolio is well positioned to navigate economic cycles. Our confidence is underpinned by the annualised revenue and EBITDA growth in PIP's buyout portfolio, which has continued to exceed the revenue and EBITDA growth of companies that constitute the MSCI World index over the last five years (see table below).

Annualised revenue and EBITDA growth in PIP's portfolio (2020 to 2024)6

Looking ahead, business services are also becoming increasingly appealing as companies are aiming to streamline their operations by outsourcing non-core functions. In the realm of professional services, there is a notable roll-up opportunity, especially in accounting and legal firms. Industrial services also present a promising area for investment. While PIP is not investing directly in companies that develop artificial intelligence ("AI"), AI tools continue to be used extensively by our private equity managers, and Pantheon itself, to efficiently monitor and manage portfolios. In addition, a number of companies in PIP's portfolio use AI to capture data and to take advantage of the benefits that it can offer to improve products and services. We expect to see AI used increasingly by portfolio companies where relevant as the application of it becomes more sophisticated.

The majority of PIP's portfolio is invested in buyouts, which are well-established businesses where institutional investors have control of the company alongside suitably aligned management teams. PIP focuses on small/mid-market buyouts in the developed markets of the USA and Europe. We favour this part of the market as we believe that it offers a number of benefits and favourable deal dynamics as the target companies are often founder or family-led and may be receiving institutional capital for the first time. As a result, there are many pathways for value creation as the companies achieve operational improvements, increase their scale, expand geographically and complete add-on acquisitions, all with the help (as well as the capital provided) of the private equity manager and their operational experts. Also, small /mid-cap private equity managers typically use more moderate levels of debt compared with those at the large/mega end of the industry, and rely more on operational improvement than financial engineering to create value.

The availability of several exit routes is another important factor. Private equity-backed, mid-market companies are prime targets for strategic (or trade) buyers as well as for large/mega buyout private equity managers, who can take the companies through their next stage of growth. Dry powder, which is capital that has been raised and is available to invest but has not yet been deployed, has grown from USD$1.2tn to USD$1.5tn in five years, creating a significant buildup8. 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. Therefore, mid-market private equity managers are less dependent on initial public offerings ("IPO") to exit their portfolio companies. During the half year to 30 November 2024, 46% of the exits in PIP's portfolio were to private equity buyers, 43% were to strategic buyers, and only 9% to IPO and public share sales. We expect the mid-market to remain of particular interest in 2025 and the current macroeconomic environment has set the stage favourably for this segment.

Strong and sustained growth in the secondaries market

The secondaries market has seen significant growth in recent years and last year secondaries volume hit a new record of USD$160bn9. In 2025, the continuing demand for liquidity and exits is expected to drive expansion even further. Factors such as low distributions, ageing portfolios, and a recovering exit market position the secondaries market for continued success.

In this market, PIP focuses on manager-led secondaries and at the end of the period, they accounted for 21% of PIP's portfolio. Manager-led secondaries are when the private equity managers themselves instigate deals and they can consist of either multi-asset portfolios or single-asset secondaries. A single-asset secondary is an investment into an individual company owned by an existing private equity fund. The private equity manager may see further growth opportunities for the company in the near-term but be restricted by the fund term. Another common situation is where the manager may be looking to secure further capital to support growth which may not be available in the current structure. However, the company in question could

be a highly prized asset that the manager believes has significant further potential for growth and as such wants to continue to hold on to it.

These competing priorities can be resolved by bringing in new investment, typically from specialised secondary firms, and carving the company out into a new structure which is often termed a "continuation fund". Existing investors are able to sell and take the liquidity on offer, should they wish, or they can choose to roll their interests into the new vehicle that houses the company and continue to participate in the value creation phase of the investment. These transactions allow the fund managers to remain invested and keep control of the asset, which they would otherwise have been required to sell.

Continuation vehicles are becoming a standard liquidity tool in the secondary market. In a persistently illiquid environment, investors are increasingly open to new solutions, and this is one that has gained acceptance among both investors and private equity managers. In 2024, these kinds of deals accounted for 44%9 of secondary deal flow and we expect to see further growth in this part of the market as it continues to mature and evolve in the years ahead. This is a specialised area of the market and our deep and experienced secondaries team at Pantheon remains highly selective when making investments of this type on behalf of PIP.

Co-investing in high-quality private companies alongside our selected managers

As well as accessing direct company investments through single-asset secondaries, PIP also co-invests directly into private companies alongside our carefully selected managers. At the period end, co-investments accounted for 34% of PIP's portfolio. When PIP invests in a co-investment, it is typically when the private equity manager is also investing in the company for the first time, unlike a single-asset secondary where the manager has already owned the company for some time. All of our co-investment opportunities pass through a "double quality filter", since each opportunity has first been evaluated by a private equity manager, who themselves have passed our rigorous manager selection hurdles. The opportunity is then subjected to our own detailed due diligence process, carried out by our dedicated co-investment team, who will confirm, among other things, that the deal is a good fit for the manager. Co-investment deals are typically free of fees, which makes them economically very attractive as well. Our stringent process means that our approval rate for the co-investment deals that we reviewed in 2024 was just 14%, which is in line with our long-term average.

Conclusion

The private equity market is growing and assets under management globally are expected to reach c.USD$12tn by 202910. We believe that private equity offers unique benefits, and that private market investments should be accessible to all investors. An investment in a company like PIP democratises this opportunity, providing individuals and small institutions with the same advantages as larger investors who have traditionally committed large pools of capital to private equity and are able to lock up their investments for a long period of time.

We have managed and advised PIP since it was launched in 1987 and it has been designed to provide an "all weather", high-quality, low-risk portfolio that can withstand macroeconomic volatility and market cycles. Although NAV performance has been subdued during the period, as we look ahead, we believe that PIP has the track record and credentials to continue to perform well and create value over the long term.

1 "Magnificent 7" stocks: Apple, Microsoft, Alphabet, Amazon, Nvidia, Meta Platforms and Tesla.

2 Source: PitchBook and World Federation of Exchanges.

3 S&P Global Market Intelligence as at 31 December 2024. Data compiled 30 January 2025.

4 PitchBook as at 31 December 2024.

5 Source: Preqin investor surveys as at November 2024.

6 Source: Bloomberg. Five-year annualised figures are derived from underlying annual performance growth data.

7 The underlying revenue and EBITDA growth buyout figures for the 12 months to 30 June 2024 were calculated using all the information available to the Company. The figures are based on unaudited data. MSCI data was sourced from Bloomberg. See the Alternative Performance Measures section in the Full Half Year Report for data calculations and disclosures.

8 Source: Preqin as at 31 December 2024. Excludes fund of funds and secondaries to avoid double-counting.

9 Source: Evercore as at January 2025. "FY 2024 Secondary Market Review".

10 Source: Preqin 2025 Global Report, Private Equity.

PORTFOLIO AS AT 30 NOVEMBER 2024

Since its inception, PIP has been able to generate market-beating returns while at the same time structuring its portfolio to minimise the risks typically associated with private equity investments. Our established portfolio of assets has been carefully selected, based on the strengths of our appointed private equity managers, actively monitored and diversified to reduce specific timing, regional and sector risks, and managed to maximise growth and liquidity over time.

Type, region, stage and sector

More than half of the portfolio is in direct company investments, which increases PIP's flexibility over portfolio construction and investment deployment.

Weighted towards the more developed private equity markets in the USA and Europe.

Well-diversified with an emphasis on the buyout stages which have delivered resilient returns through cycles.

Focus on high-growth and resilient sectors.

1 Investment type, region and stage data is based upon underlying fund and company valuations. The data excludes the portion of the reference portfolio attributable to the Asset Linked Note ("ALN").

2 Global category contains funds with no target allocation to any particular region equal to or exceeding 60%.

3 The company sector chart is based upon underlying company valuations as at 30 September 2024, adjusted for calls and distributions to 30 November 2024. These account for 100% of PIP's overall portfolio value.

1 The vintage profile data is based upon underlying fund and company valuations. The data excludes the portion of the reference portfolio attributable to the ALN.

PERFORMANCE

PIP's portfolio value has increased modestly over the period. Buyout continues to deliver consistent returns while venture, although it can be more volatile, has outperformed other stages. Access to top-performing managers and a tilt towards resilient and high-growth sectors have helped PIP withstand the current macroeconomic environment.

Private equity portfolio movements

PIP's portfolio registered positive growth

PIP's portfolio generated returns of +3.2% during the six-month period1 against a challenging backdrop for private equity.

1 Excluding returns attributable to the ALN share of the portfolio.

2 Amount drawn down at the time of commitment.

Valuation movement by type1

Positive returns across all investment stages

The outperformance of fund secondaries in the half year was driven primarily by a portfolio company exit, Arnott Industries, that generated above-average uplifts over its holding value.

Valuation movement by stage1

Positive performance across all stages in PIP's portfolio

Venture outperformed in the six-month period but only accounts for a small proportion of the overall portfolio. Buyout returns have been stable and consistently positive over the last five years.

Valuation movement by region1

Positive performance across all regions

PIP's globally positioned portfolio registered positive portfolio valuation gains across all the geographies.

1 Portfolio returns include income, exclude gains and losses from foreign exchange movements, and look-through underlying vehicle structures to the underlying funds. Portfolio returns exclude returns generated by the portion of the reference portfolio attributable to the ALN, and are calculated by dividing valuation gains by opening portfolio values.

REALISATIONS

PIP'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. There have been c.300 distributions from PIP's portfolio during the period.

Uplifts on exit realisations1

Over the last ten years, the weighted average uplift on exit was +30%

The value-weighted average uplift on exit realisations in the half year was +26%, consistent with our view that realisations can be incremental to returns.

The method used to calculate the average uplift is to compare the value at exit with the value of the investment 12 months prior to exit or, if known, the latest valuation unaffected by pricing effects arising from market participants becoming aware of the imminent sale of an asset.

Cost multiples on exit realisations1

Over the last ten years, the average cost multiple on exit was 3.0 times

The average cost multiple on exit realisations1 was 3.1 times for the six-month period to 30 November 2024. This demonstrates value creation over the course of PIP's investment.

The cost multiple data covers approximately 56% by value of proceeds from exit realisations for the half year to 30 November 2024. The data covers primary investments, manager-led secondaries and co-investments. It is based upon all gross cost multiples available at the time of the distribution.

Exit realisations by sector and type

The majority of exits were in the Consumer sector and through secondary buyouts and strategic sales

Realisation activity was strongest in the consumer and information technology sectors. Secondary buyouts and strategic sales represented the most significant sources of exit activity during the year.

Exit realisations by sector2

Exit realisations by type2

1 See the Alternative Performance Measures section in the Full Half Year Report for weighted average uplift and weighted average cost multiple calculations and disclosures.

2 The data coverage is 100% (for exit realisations by sector) and 99% (for exit realisations by type) of proceeds from exit realisations received during the period.

3 Initial Public Offering.

NET PORTFOLIO CASH FLOW

Net portfolio cash flow equals distributions less capital calls.

A continued focus on the portfolio's maturity profile means that PIP is well-positioned to generate positive cash flows.

With an average distribution rate of 21%, PIP's portfolio has been cash flow positive over the last ten years.

During the period, PIP's net portfolio cash flow was £45m. PIP has generated £1.7bn of net cash over the last ten years.

Net positive cash flow generation has continued despite lower levels of exit activity.

We have observed a notable improvement in the volume of exit realisations. The net portfolio cash flow generated in the half year to 30 November 2024 exceeded the net portfolio cash flow generated for the full financial year to 31 May 2024. Refer to the section called Our Market above for more details on the private markets.

DISTRIBUTIONS

With a weighted average fund maturity of 5.4 years at 30 November 2024 (31 May 2024: 5.2 years), PIP's portfolio continued to generate positive net cash.

PIP received £118m in proceeds from PIP's portfolio in the six month period to 30 November 2024 (six-month period to 30 November 2023: £112m) equivalent to an annualised distribution1 rate of 10% of opening portfolio value (31 May 2024: 8%).

Quarterly distribution rates1

A robust cash-generative portfolio

PIP has continued to generate cash despite a slowdown in distributions in the wider private equity market.

1 Distribution rate equals distributions in the period (annualised) divided by opening portfolio value.

CALLS

PIP paid £73m to finance calls on undrawn commitments during the six-month period to 30 November 2024 (six-month period to 30 November 2023: £82m).

Quarterly call rate1

The observed call rate is below historical average levels and is a reflection of the subdued M&A market

The annualised call rate1 for the six-month period to 30 November 2024 was equivalent to 19% of opening undrawn commitments (31 May 2024: 18%).

1Call rate equals calls in the period (annualised) divided by opening undrawn commitments. All call figures exclude the acquisition cost of new secondary and co-investment transactions.

NEW COMMITMENTS

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 deal completion. The timing of primary commitments is linked to the fundraising cycles of a targeted buy list of private equity managers.

PIP made ten new investments during the half year to 30 November 2024, amounting to £88m in new commitments. These commitments were to five primary funds (£51m), two co-investments (£21m) and three manager-led secondaries (£16m).

In addition, PIP was able to deploy capital to capture value for its shareholders, by acquiring its own shares at a significant discount to NAV. During the financial year, the Company invested £12.7m (excluding costs and stamp duty) in share buybacks at an average discount of 34%.

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 who are able to identify and create value in their portfolio companies.

Cash generated from the sale of those companies is returned to PIP and redeployed into new investment

opportunities, including share buybacks in accordance with the capital allocation policy.

New commitments by region

New commitments by stage

New commitments by type

BUYOUT ANALYSIS

Over the past 12 months, the weighted average revenue and EBITDA growth for PIP's buyout portfolio was 11% and 16% respectively. PIP's five-year average revenue and EBITDA growth have exceeded growth rates seen among companies that constitute the MSCI World Index. Strong top-line performance, disciplined cost control, operational expertise and good earnings growth, together with an efficient use of capital, underpin the investment thesis of our private equity managers.

Revenue and EBITDA growth

Growth in PIP's buyout portfolio companies have, on average, outperformed the MSCI

The underlying portfolio company buyout data for the 12 months to 30 June 2024 includes all the information available to the Company. The data coverage for Revenue and EBITDA growth figures was 61% and 64% of PIP's buyout portfolio NAV, respectively. The figures are based on unaudited data. MSCI World index data was sourced from Bloomberg. See the Alternative Performance Measures section in the full Half Year Report for data calculations and disclosures.

Valuation multiple

Accounting standards require private equity managers to value their portfolios at fair value. Public market movements can be reflected in valuations.

PIP's NAV-weighted average Enterprise Value ("EV")/EBITDA was 16.9x times compared with 22.5x times for the MSCI World Index.

PIP invests proportionately more in high-growth sectors such as mission-critical B2B information technology and healthcare, and these sectors tend to trade at a premium relative to other sectors.

PIP's valuation multiple reflects a heavier weighting towards the Information Technology and Healthcare sectors

The valuation multiple data covers approximately 47% (30 November 2023: 58%) of PIP's buyout portfolio. The underlying portfolio company buyout data includes all the information available to the Company.

Buyout portfolio*

MSCI World**

* 100% coverage of buyout portfolio.

** As at 30 June 2024.

Debt multiples

Venture, growth and buyout investments have differing leverage characteristics.

PIP's buyout debt multiples are broadly in line with what we observed in the wider market.

The venture and growth portfolios have little or no leverage.

Prudent gearing in PIP's buyout portfolio companies

The buyout figures for the 12 months to 30 June 2024 were calculated using all the information available to the Company. The figures are based on unaudited data. The debt multiple data covers approximately 45% (30 November 2023: 60%) of PIP's buyout portfolio. See the Alternative Performance Measures section in the Full Half Year Report for data calculations and disclosures.

1 The largest 50 companies table is based upon underlying company valuations as at 30 September 2024 adjusted for known calls and distributions to 30 November 2024, and includes the portion of the reference portfolio attributable to the ALN.

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.

.

INTERIM MANGEMENT REPORT AND RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE INTERIM REPORT

Interim management report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal uncertainties for the remaining six months of the financial year are set out in the Chair's Statement and the Manager's Review.

The principal risks facing the Company are substantially unchanged since the date of the Annual Report for the financial period ended 31 May 2024 and continue to be as set out in that report on pages 44 to 48.

Risks faced by the Company include, but are not limited to, funding of investment commitments and default risk, risks relating to investment opportunities, financial risk of private equity, long-term nature of private equity investments, valuation uncertainty, gearing, foreign currency risk, counterparty risk, taxation, the risks associated with the engagement of the Manager or other third-party advisers, cybersecurity and geopolitical risks.

Responsibility statement

Each Director confirms that, to the best of their knowledge:

- The condensed set of financial statements has been prepared in accordance with FRS 104 "Interim Financial Reporting"; and gives a true and fair view of the assets, liabilities, financial position and return of the Company.

- This Interim Financial Report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

This Interim Financial Report was approved by the Board on 27 February 2025 and was signed on its behalf by John Singer CBE, Chair.

INDEPENDENT REVIEW REPORT TO PANTHEON INTERNATIONAL PLC

Conclusion

We have been engaged by Pantheon International Plc ('the Company') to review the condensed set of financial statements in the Interim Report and Accounts for the six months ended 30 November 2024 which comprises the Condensed Income Statement, the Condensed Statement of Changes in Equity, the Condensed Balance Sheet, the Condensed Cash Flow Statement, and the Related Notes 1 to 13 (together the 'condensed financial statements'). We have read the other information contained in the Interim Report and Accounts and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the Interim Report and Accounts for the six months ended 30 November 2024 is not prepared, in all material respects, in accordance with FRS 104 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for Conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" ('ISRE') issued by the Financial Reporting Council. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in Note 1 Basis of Preparation, the annual financial statements of the Company are prepared in accordance with United Kingdom Generally Accepted Accounting Practice. The condensed set of financial statements included in this Interim Report and Accounts has been prepared in accordance with the Financial Reporting Standard FRS 104 'Interim Financial Reporting'

Conclusions Relating to Going Concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for Conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with this ISRE, however future events or conditions may cause the entity to cease to continue as a going concern.

Responsibilities of the Directors

The Directors are responsible for preparing the Interim Report and Accounts in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the Interim Report and Accounts, 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 Responsibility for the review of the financial information

In reviewing the Interim Report and Accounts, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the Interim Report and Accounts. Our conclusion, including our Conclusions Relating to Going Concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for Conclusion paragraph of this report.

Use of our report

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

Ernst & Young LLP

London, United Kingdom

27 February 2025

* The Company does not have any income or expenses that are not included in the return for the period, therefore the return for the period is also the total comprehensive income for the period. The supplementary revenue and capital columns are prepared 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.

The Notes below form part of these financial statements.

The Notes below form part of these financial statements.

The Notes below form part of these financial statements.