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Half-yearly Report

28 Feb 2013 07:00

PANTHEON INTERNATIONAL PARTICIPATIONS PLC - Half-yearly Report

PANTHEON INTERNATIONAL PARTICIPATIONS PLC - Half-yearly Report

PR Newswire

London, February 27

PANTHEON INTERNATIONAL PARTICIPATIONS PLCHALF YEARLY FINANCIAL REPORTSIX MONTHS TO 31ST DECEMBER 2012

The Half Yearly Report and Accounts can be accessed via the Company's websiteat www.pipplc.com or by contacting the Company Secretary by telephone on01392 412122.

PIP will host a webcast on Thursday 28th February 2013 at 2:30pm GMT.Dial-in details can be found athttp://www.pipplc.com/investor-relations/webcasts-a-presentations.

FINANCIAL SUMMARY HIGHLIGHTS 31ST DECEMBER 2012 30TH JUNE 2012 CHANGE Summary of results NAV per share 1,206.3p 1,193.5p 1.1% Net assets £831.3m £845.4m (1.7%) Ordinary shares Share price 882.5p 725.5p 21.6% Discount to NAV 26.8% 39.2% Redeemable shares Share price 865.0p 760.0p 13.8% Discount to NAV 28.3% 36.3% SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 30TH JUNE 2012 Portfolio activity Distributions £102.4m £139.2m Investments called £24.1m £53.8m Net cash flow from portfolio £78.3m £85.4m SINCEPerformance 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTIONat 31st December % % P.A % P.A % P.A % P.A2012 NAV per share 6.4 12.6 2.8 8.6 11.3 Ordinary share price 41.0 27.6 1.0 6.7 10.5 FTSE All-Share Total 12.3 7.5 2.5 8.8 7.7Return MSCI World Total 11.3 7.3 3.4 8.0 6.4Return (sterling)

PIP was launched on 18th September 1987. The figures since inception assumere-investment of dividends, capital repayments and cash flows from the exerciseof warrants.

CAPITAL STRUCTURE AT 31ST DECEMBER 2012 Ordinary shares 35,049,013 Redeemable shares 33,862,534 Total 68,911,547

Since 31st December 2012 the Company has bought back for cancellation 550,000redeemable shares.

CHAIRMAN'S STATEMENT In the half year to 31st December 2012 PIP's share price rose by 21.6%,materially outperforming both the FTSE All-Share and MSCI World indices. We sawa continued rise in our NAV per share, driven by portfolio gains and buybacks,to 1,206.3p. This 1.1% increase reflected negative foreign exchange effects,prior to which our gross portfolio returns measured 3.8%. I would like tohighlight the factors which should enable the Company to achieve attractivelong-term capital growth for our shareholders: > Positive cash flows: we received distributions of £102.4m and paid calls of£24.1m. This positive cash flow enabled us to invest in attractive secondary andco-investment opportunities. The relatively mature profile of our investmentspositions us well for further investment activity.

> Evidence of solid underlying portfolio growth: growth in sales and earningsamongst our investee companies exceeded that of the FTSE All-Share and MSCIWorld indices. This adds to our potential for profitable exits.

> A strong balance sheet: our assets, cash and unutilised loan facility supportliquidity cover of 5.1 times our undrawn commitments. This allows the Companyto use its cash reserves to take advantage of investment flows and sharebuyback opportunities without taking on leverage. > Investment outlook: the Company benefits from our Manager's global reach,expertise and reputation, with the ability to seek access to the best funds. Weanticipate continued high quality deal flow across sectors and stages, and willbe well placed to participate selectively, mindful of valuation and investmentquality. Performance The Board is pleased to see the discount narrowing (to 27% for ordinary sharesand 28% for redeemable shares as at 31st December 2012) but these levels do notreflect the fundamental value of the portfolio. The Company will look tocontinue to buy back shares to enhance our investment performance whilst thediscount remains wide.

Healthy Growth in the Underlying Portfolio

The 1.1% increase in NAV per share masks stronger underlying portfolio growth.In the half year to 31st December 2012 the portfolio made steady progress,generating a gross underlying investment return of 3.8% excluding foreignexchange effects. Overall, foreign exchange effects were negative, principallyas a result of sterling's rise against the US dollar. Returns were positive across all stages of the portfolio but particularlyamongst our venture and growth, and small and mid-market buyout assets, whichachieved investment returns of 4.3% and 4.1% respectively. This increase wasdriven by continuing underlying value growth and a strong flow of realisations.The robust portfolio performance is consistent with reported results of thecompanies within a sample of our largest 50 buyout funds and directinvestments, which generated revenue and earnings growth of 13.1% and 14.8%respectively in the 12 months to 30th June 2012. This compares favourably withthe FTSE All-Share and MSCI World indices, which recorded single digit andnegative growth rates during the same period. The portfolio's US assets led performance, gaining 4.2%. However the Europeanportfolio withstood the prevailing economic headwinds in the region, achievingan investment return of 3.9%. The portfolio's focus on Northern Europe, whichhas been less impacted by the Eurozone crisis, helps to explain its resilience.The Asian portfolio returned only 1.0% as divestment activity remained subduedfollowing lacklustre performance of the public markets.

Share Buybacks Enhance NAV per Share

Since commencing buying back shares in August 2011, the Company has invested£52.6m in buying back 9.5% of the Company's shares. The Board believes sharebuybacks are a compelling investment alternative while discounts remain wide.In the half year to 31st December 2012, PIP bought back and cancelled a totalof £16.0m of shares, resulting in an uplift to NAV per share of approximately10.1p, or 0.8% of PIP's NAV per share at 30th June 2012.

Activity and Balance Sheet

Substantial Cash Flow Generation

During the half year the Company generated substantial cash flows as the matureportfolio produced a significant number of realisations, and the Company endedthe period with its highest rate of quarterly realisation activity sinceSeptember 2007. Overall net portfolio cash flows were £78.3m, up from £52.4m inthe same period last year. Calls from underlying private equity funds amountedto £24.1m in the period. Although investment activity in the US picked up withthe increasing availability of debt, the uncertainty in Europe reduced new dealactivity in the region. Distributions received in the half year were £102.4m, up from £80.5m in thesame period last year. This increase in realisation activity is consistent withPIP's mature portfolio, which has a weighted average fund age of 7.5 years.Distributions were particularly strong from the US portfolio, reflecting thegreater maturity of these assets and the easier conditions in the region.Realisations in Asia were lower relative to the US and Europe as investors'concerns over a potential hard landing in China led to a slowdown in exitactivity.

Balance Sheet

Given the strong net cash flows generated over the period, PIP's balance sheetremains robustly financed. The Company's loan facility, which expires in June2015, was unutilised at 31st December 2012, and undrawn investment commitmentsof £183m as at 31st December 2012 were covered by assets and loan facilities bya factor of 5.1 times. New Investments The secondary market remains active, reflecting in particular the large sumscommitted to funds between 2006 and 2008. The Company committed £50.7m in foursecondary transactions acquiring a number of fund interests, mainly from withinthe 2006-2008 vintages, buying from sellers located in the USA, Europe andAsia. In addition, the Company added further to its investments by co-investing£6.4m alongside Pantheon's selected managers into companies in the finance,healthcare and energy sectors in the USA and in automotive distribution in China. Outlook Existing Portfolio

The increase in distribution rates in the half year reflects the Company'sperformance potential as a mature portfolio. The weighted average uplift onexit across the largest distributions was 27%.

New Investments and Buybacks

We expect secondary deal flow to continue at a comparable rate in 2013. Currentmarket estimates are that approximately $25bn of deal volume was transacted in2012 and that this rate will continue in 2013. This level of deal flow islikely to stem from the sale of significant private equity portfolios by banksand insurance companies accessing the secondary market to reduce theirexposures, as well as continued portfolio reallocation by pension plans andendowments. We expect that US transactions will continue to dominate, with Asiaand Emerging Markets growing in significance. Although Europe faces challengingmacro-economic conditions, the market dynamics in this region may offerattractive transactions in terms of relative pricing. Cash generated by the Company through net portfolio realisations will be usedto make new investments, including share buybacks. The Company will continue tobuy back shares when the Board's view is that they represent compelling valueand we intend to reserve sufficient financial flexibility to take advantage ofthese opportunities. TOM BARTLAMChairman27th February 2013 COMPANY STRATEGY The spread of performance in private equity is much wider than in other assetclasses and the selection of managers has a significant influence on investmentperformance. As a specialist fund-of-funds manager monitoring and researchingthe global private equity market, Pantheon, PIP's Manager, is well positionedto identify fund managers who have the skills and strategies to deliversuperior performance within their particular market segments. PIP's strategy is to invest with leading private equity managers whilstreducing investment risk through diversification of the underlying portfolio bygeography, investment stage and sector. This strategy is implemented throughPIP's access to Pantheon's primary, secondary and co-investment activities. PIPhas the flexibility to vary the size and emphasis of its investments dependingon its available financing.

The current portfolio reflects PIP's prolonged access to Pantheon's highlysuccessful primary and secondary investments over the past 25 years. Only fundsthat have passed rigorous due diligence and research are selected forinvestment.

Secondary Programme Emphasis

It is the Board's current intention to emphasise secondary investment as theCompany makes new commitments.

Secondary purchases of existing interests in private equity funds are typicallyacquired between three and six years after a fund's inception, when such fundsare substantially invested. As a result, they tend to have relatively lowlevels of undrawn commitments. PIP benefits from secondaries because the feesand expenses in the first few years have been paid and distributions from thefund will be returned over a shorter time period. This helps to reduce the dragto performance from young and immature funds, known as the "J-curve effect". Inaddition, secondary assets can be purchased at a discount, especially in caseswhere the seller has a need for liquidity, increasing the opportunity foroutperformance. As the Company continues to build its financial resources through net portfoliorealisations, the shorter duration of secondary investments and lowerassociated undrawn commitments will enable the Company to maintain itsfinancial strength. In accordance with the terms of its management agreementwith Pantheon, PIP is entitled under Pantheon's allocation policy to theopportunity to co-invest in a predetermined ratio alongside Pantheon's latestglobal secondary fund, Pantheon Global Secondary Fund IV, benefiting fromaccess to larger secondary opportunities that it would not have had thecapacity to complete alone. The secondary programme enables PIP to acquireattractively priced secondary interests as they become available, and aims tooutperform market averages through judicious selection, pricing and timing.

Co-investments

Whilst the intention is to emphasise secondary investment, the Company willalso participate in co-investments alongside established private equitymanagers. The breadth and depth of Pantheon's General Partner relationshipsprovide a significant advantage for the sourcing and evaluation ofco-investments. As with secondary investing, co-investments allow the Companyto put money to work at the time it is committed. In addition, as there arelower or no management fees charged on co-investments by the underlying privateequity manager, co-investing can represent a cost-efficient way of investing,whilst providing PIP with exposure to current vintages.

It is the Board's current intention that co-investments will not, on average,account for more than 20% of PIP's new commitments.

Primary Commitments

Investing in private equity through a primary commitment strategy (e.g.commitments to new private equity funds), by increasing the proportion ofimmature assets in its portfolio and by increasing its undrawn commitmentsrelative to its assets, can reduce the Company's financial flexibility. Newprimary investments have longer payback periods, requiring the Company tomaintain higher levels of standby financing against undrawn commitments. Forthese reasons and because the current outlook for secondary investment andco-investment is so favourable, the Board intends to de-emphasise primarycommitments for the foreseeable future. Although the Company will considermaking primary commitments on a targeted basis for portfolio constructionpurposes, the Board intends to minimise any such commitments.

The investment rationale for any new primary commitments will always be weighedagainst their effects on the Company's financial flexibility so as to keep theundrawn commitments to a level that can comfortably be expected to be financedfrom internally generated cash flows.

Share Buybacks

In certain circumstances, usually where the Company's shares are quoted at asignificant discount to NAV, the Board may view the shares as presenting anattractive investment opportunity relative to other uses of cash, such as newinvestment commitments. In such circumstances, the Board will consider targetedbuybacks of ordinary and redeemable shares instead of, or in addition to, newinvestments as a means of utilising cash generated from the Company'sportfolio. THE MANAGER'S REVIEW MARKET REVIEW Although the outlook remains for a relatively weak global recovery, fears of arenewed European banking crisis have diminished, and with them, the spectre ofprecipitous economic collapse. Europe is still standing and there are signs ofrecovery in the US in exports, manufacturing, jobs growth and household balancesheets. India and China are still growing fast, albeit at a slower pace thanbefore. Against this backdrop, whilst investment activity continues to beimpacted, many private equity managers have been able to make good progress in2012.

Signs of Stability Returning to US Private Equity Markets

As the world's largest, deepest, and most developed private equity market, theUSA remains at the core of PIP's portfolio. On several measures, the industryin the US seems to have returned to sustainable levels. Leveraged buyouts in2012 approached the 2011 total of $111bn, broadly in line with 2004's $94bn and2005's $130bn and contrasting with 2007's $434bn or 2009's $13bn(1). Enterprisevaluation multiples for private equity transactions have also returned to 2005levels, at around 8.7 times, with an average debt:equity ratio of approximately60:40(2). The outlook for trade sales remains positive. US companies have been net saverssince 2008 and now find themselves with $2tn in cash on their balance sheets,earning close to nothing in interest. Hoarding cash no longer makes as muchsense as it did at the height of the global financial crisis and in itsimmediate aftermath. M&A volumes, seen declining since the height of the globalfinancial crisis, are expected to recover as a consequence. Another sign of returning stability is private equity fundraising at around$180bn for the US and $330bn globally(3). The industry as a whole has in excessof one year's global fundraising represented by dry powder. We do not expect asignificant increase in global fundraising until the dry powder is whittledaway substantially and its "handbrake" effect on global fundraising released.

European Private Equity Markets

In Europe, too, the private equity market is recovering. The sources of dealflow seem to be shifting, with fewer families selling and more corporationsdisposing of non-core businesses. We have seen purchase price multiplesstabilise at around 8.4 times EBITDA, which is the ten-year median(4), with a50:50 debt:equity ratio being typical for completed transactions. As in the USat present, most exits have been to trade buyers. Our preference in Europe hasbeen to focus on the less distressed northern economies, where we expect thatadding operational value, capitalising on social and economic change andconcentrating on areas where banking markets remain functional, will yield thebest risk adjusted returns. While private equity investors can investopportunistically in the more distressed Southern European economies, thesewill not attract significant capital until local banks fully recognise theasset losses on their balance sheets.

Developing Markets

Meanwhile, in China, where Pantheon has been investing for more than 20 years,GDP growth has stabilised at a lower level but the number of private equitymanagers has rocketed, creating difficulties for investors. The development ofthe local currency investment market in China has led to explosive growth inthe number of private equity managers formed in the past five years. There arenow around 4,800(5) - more than there are companies listed on its stockexchanges(6). This huge growth in numbers undermines market discipline, addingto investors' problems, which include lack of transparency, rudimentarycorporate governance and low alignment of interests (many managers receive muchof their funding from regional governments or state-owned enterprises). In thisenvironment, selecting the right managers demands experienced resources focusedon developing relationships with the best, whose experience and attention todetail becomes even more important in securing good investment returns inChina's relatively more crowded market.

Outside China, some emerging markets in Asia have been attracting moreattention: Southeast Asia, Indonesia and the Philippines have largepopulations, rapid economic and consumption growth, and in most cases camethrough the global financial crisis relatively unscathed.

This is also true for Central and Eastern Europe ("CEE"), where the largesteconomy, Poland, should continue to show robust GDP growth rates of around 2%in 2013(7) thanks to strong consumer spending and investment. Further east,Russia has stabilised following its 2012 presidential election and is forecastto experience high growth rates of 4-5%(8) in the coming years thanks to theongoing development of its vast natural resources and large internal market.However, the universe of proven managers in both CEE and Russia is relativelysmall and only experienced local players have the necessary network andexpertise to source high-quality deals.

Thematic Investment Approach

Long-term investment has to be informed by long-term trends, such as ageingpopulations, increasing demand for energy, growing middle classes in theemerging economies and consistency of demand for the goods and services thatpeople prioritise even in tough times - among them education and healthcare. Bymaking use of secondaries and co-investments, it is possible for agileinvestors to tilt in favour of particular themes or sub-themes as long aslong-term trends are supportive. One such theme is being termed"re-industrialisation" and is a consequence of several long-term factors.Perhaps the easiest to quantify is the narrowing gap between wage costs in theUS and China. In 2005, productivity-adjusted wages per hour were 4.6 timeshigher in the US than China. The gap narrowed to 3.2 times in 2010 and by 2013it is expected to close further to 2.3 times. Hu Jintao, China's lastpresident, set a goal of doubling income per person between 2010 and 2020(9).Even with slower growth, the country is still on track to achieve that goal,with inevitable consequences for faster wage growth in China relative to manyof its trading partners, including the US. There are other, less easily quantifiable, reasons for favouring manufacturingin developed economies over China, which will be more compelling for somecompanies than others. These include regulatory and political risk (the latterespecially as China's new leadership is sounding more aggressive than itspredecessors), supply-chain risks, the time lag involved in getting products tomarket and the marketing advantages for products made locally. Another factorthat will favour US manufacturing is an effective improvement in the US termsof trade arising from lower energy costs from unconventional shale gas and oilresources. The US economy has received a price jolt - a positive one - from thecountry's newly exploited reserves of shale oil and gas, which BP projects willmake the US self-sufficient in energy by 2030(10). This will favourenergy-intensive sectors such as manufacturing. As a result of all thesethings, we expect a growing impetus for manufacturing currently offshored toChina by US companies to be repatriated back to the USA over the next decade(11). One forecast suggests this process could produce around $200bn ofinvestment in US manufacturing, with a corresponding positive impact on USjobs, consumption, trade balances and overall economic activity. Private equityhas a role to play in making this onshore transition work effectively andprofitably, not least because many of the most positively impacted industries,such as electronics manufacturing, are in the sweet spot of expertise forexisting private equity managers. PIP is reflecting these trends through itsportfolio emphasis in US markets.

Secondary Market

Secondary deal flow in 2012 was characterised by a number of large fundportfolio transactions marketed through intermediaries, with competitiondriving up pricing levels. Pantheon targeted sub-set portfolios containingassets in line with our strategic themes, and situations where more attractivepricing was available. Transactions completed in the period reflected ourgeographic and defensive bias. This strategic approach to portfolioconstruction is combined with a focus on the assessment of relative value ofthe portfolio under review. Casting the spotlight on the deals completed in2012, some key themes emerge:

> Deal flow is global.

> Pre-existing manager relationships provide a significant informationadvantage.

> The majority of Pantheon's deals involve only limited competition, and we areable to be selective.

> Complex deal structuring is often required to source the best opportunities.

Conclusion

The global economy has entered a phase of slower growth but hopefullyincreasing stability. In the best established of the emerging markets, Chinaand India, the economic growth model has experienced a moderating shift. Weexpect the USA will continue to lead the global economic recovery but slowerEuropean recovery, attended by higher economic risk, will continue to act as adrag on global growth rates, exacerbating volatility in Europe and developingmarkets.

Pantheon's global investment approach helps to ensure PIP invests in thosemarkets that stand to benefit most from the changes wrought by economic trends.

(1) S&P Leveraged Buyout Review

(2) S&P M&A Stats, December 2012

(3) Source: Prequin

(4) Based on Pantheon's European Primary Programme

(5) ZeroP2IPO

(6) Shanghai Stock Exchange website and Shenzhen Stock Exchange website

(7) 2012 CEE GDP forecast

(8) Baring Vostok V PPM

(9) "The Paramountest Leader", The Economist, 17 November 2012

(10) FT: "US on path to energy self-sufficiency"

(11) US National Census Bureau: US Bureau of Economic Analysis: BCG

INVESTMENTS CALLED IN THE HALF YEAR TO 31ST DECEMBER 2012

Investments called during the half year ranged across many sectors and regions,from retail firms to restaurant chains, IT companies to specialisedmanufacturers and from financial services companies to firms operating in themultimedia industry. Calls Calls by Region and Stage PIP paid £24m of fund calls in the half year to 31st December 2012, equivalentto approximately 13% of opening undrawn commitments. This is marginally higherthan the rate for the same period last year, which was 12%.

The USA accounted for just over half of the calls in the period. Europe,despite relatively subdued debt markets in the region, accounted for 36% ofactivity, with Asia and other at 13%. On a stage basis, small/mid buyoutsaccounted for the largest proportion of calls, followed by the venture andgrowth and large/mega buyout stages.

Calls by Region = £24m USA 51% Europe 36% Asia and other 13% Calls by Stage = £24m Small/Mid Buyout 41% Venture and Growth 25% Large/Mega Buyout 24% Special Situations 10% Largest 25 Calls by Value The largest 25 calls show a high proportion of new investment focused on theconsumer discretionary sector. Good quality consumer companies, often operatingin niches with solid customer bases and sound business models, should be wellpositioned to benefit from a continuation in the recovery of the globaleconomy. Industrials and information technology also comprise a high proportionof the largest calls. Industrial companies tend to provide good opportunitiesfor private equity managers to drive efficiencies and consolidate potentiallyfragmented industries. Consumer 41%Discretionary Industrials 18% Information 15%Technology Healthcare 9% Financials 8% Materials 4% Energy 3% Consumer Staples 2%

DISTRIBUTIONS IN THE HALF YEAR TO 31ST DECEMBER 2012

PIP received more than 800(1) distributions in the half year, with many atsignificant uplifts to carrying value. The Company's mature and diversifiedportfolio should continue to generate significant distributions in the comingquarters.

(1) This figure looks through feeders and funds-of-funds.

Distributions

Distributions by Region and Stage

PIP received £102m in proceeds from the portfolio in the six months to 31stDecember 2012, equivalent to approximately 13% of opening private equityassets, up from 10% for the same period last year.

The USA accounted for the majority of PIP's distributions, where strongereconomic performance and high corporate cash balances have enabled a good levelof exits. Despite more subdued activity in Europe in general, PIP received anumber of large distributions from its buyout investments in the region,including Global Blue and Carbolite, both of which were in the top fiveinvestments at the beginning of the period.

Distributions by Region = £102m

USA 62% Europe 33% Asia and other 5%

Distributions by Stage = £102m

Small/Mid Buyout 44% Venture and Growth 28% Large/Mega Buyout 17% Special Situations 7% Generalist 4%

Cost Multiples on a Sample of the Largest Distributions in the Half Year to31st December 2012(1)

The value-weighted average cost multiple, where information was available,achieved by the underlying fund manager on a sample of the largest 25distributions was 5.6 times, highlighting the continued ability of privateequity managers to create significant value over the course of an investment.

(1) The available data in the sample represented approximately 38% of PIP'stotal distributions for the half year to 31st December 2012. This data is basedupon cost multiples (gross or net) available at the time of distribution.

Uplifts on Exit on a Sample of the Largest Distributions in the Half Year to31st December 2012(2)

The value-weighted average uplift on exit, where information was available,achieved by the underlying fund manager on the largest 25 distributions was27%. This is consistent with our view that realisations tend to besignificantly incremental to returns. PIP's mature portfolio is well placed tocontinue to generate a good level of distributions in the coming year.

(2) Uplift on exit compares the value received upon realisation against thecompany's previous carrying value. The available data in the sample representedapproximately 35% of PIP's total distributions for the half year to 31stDecember 2012.

Largest 25 Distributions by Sector and Type

The most prominent sectors amongst the largest distributions were industrials,consumer discretionary,financials and healthcare in which there were a number of largerealisations, including Global Blue, Carbolite, Ascend Health and Akindo Sushiro. The majorityof the largest 25 distributions were derived from secondary buyouts, with asignificant portion from trade sales. The IPO market again failed to supportsignificant exit activity.

Largest 25 Distributions by Sector

Industrials 31% Consumer 24%Discretionary Financials 19% Healthcare 17% Information 5%Technology Telecom Services 2% Materials 2%

Largest 25 Distributions by Type

Secondary Buyout 54% Trade Sale 38% IPO 5% Other 3% PORTFOLIO OVERVIEW The diversification of PIP's portfolio, with assets spread across differentinvestment styles and stages including buyout, venture and growth, and specialsituations, helps to reduce volatility of both returns and cash flows. Thematurity profile of the portfolio ensures that PIP is not overly exposed to anyone vintage. Furthermore, PIP's geographical diversification extends itsexposure beyond the USA and Europe, to regions with higher rates of economicgrowth such as Asia. As such, the Company offers a comprehensively global,diversified selection of private equity assets, carefully selected by Pantheonfor their quality.

Portfolio Analysis by Value as at 31 December 2012

Fund Geography

The majority of PIP's geographical exposure is focused on the USA and Europe,reflecting the fact that these regions have the most developed private equitymarkets. PIP's assets based in Asia and other regions provide access tofaster-growing economies. USA 52% Europe 36% Asia and other 12% Fund Stage PIP's portfolio is well diversified across different private equity investmentstyles and stages. The majority of the Company's buyout exposure is focused onsmaller and mid-cap funds, which have tended to utilise lower levels ofleverage in their acquisition structures than the very largest funds. Inaddition, PIP has a significant exposure to venture and growth-focused funds,many of which were acquired through the secondary market. Small/Mid Buyout 33% Venture and Growth 32% Large/Mega Buyout 24% Special Situations 6% Directs/ 3%Co-investments Generalist 2% Fund Maturity PIP's portfolio is well diversified by fund vintage (referring to the year thefund made its first drawdown). Only 19% of the portfolio relates to large/megabuyouts from fund vintages 2005 to 2007, indicating that the Company has arelatively low exposure to the higher levels of leverage experienced during thepeak of the buyout market. 2000 and earlier 13% 2001 5% 2002 1% 2003 2% 2004 5% 2005 13% 2006 23% 2007 25% 2008 11% 2009 1% 2010 0% 2011 0% 2012 1% Primary/secondary

62% of the portfolio is derived from primary transactions and 38% fromsecondary transactions.

Because PIP acquires many of its investments in the secondary market, it isable to acquire relatively mature assets having good visibility of underlyingcompany quality and prospects.

Primary 62% Secondary 38% Company Sectors PIP's portfolio is well diversified by the sectors in which the underlyingcompanies operate. This sectoral diversification helps to minimise the effectsof cyclical trends within particular industry segments. Relative to the FTSEAll-Share and MSCI World indices, PIP is underweight in many of the segmentsthat were associated with high levels of market volatility during the globalfinancial crisis, such as energy and financials. Information Technology 25% Consumer Discretionary 21% Industrials 14% Healthcare 14% Financials 8% Energy 6% Consumer Staples 5% Materials 4% Telecom Services 3% Utilities 0% Company Geography Half of PIP's portfolio is with companies based in the USA which has, in ourview, better growth prospects than many other areas of the developed world.PIP's European exposure, which represents just over a third of the portfolio,is predominantly in companies based in the UK and the stronger NorthernEuropean economies, with Germany and Scandinavia making up significant segmentsof the portfolio. 12% of PIP's portfolio is based in Asia and other regions,providing access to faster growing economies such as China and India. North America 50% UK 14% Asia and other 12% Germany 5% Scandinavia 5% Benelux 4% Central and Eastern 3%Europe France 2% Italy 2% Iberia 2% Other Europe 1% Fund geography, stage, maturity and primary/secondary charts are based uponunderlying fund valuations and account for 100% of PIP's overall portfoliovalue. Company sector and company geography charts are based upon underlyingcompany valuations at 30th June 2012 and account for approximately 90% of PIP'soverall portfolio value. PORTFOLIO ANALYSIS

Portfolio Performance by Stage for the Half Year to 31st December 2012(1)

> The portfolio performed positively during the half year, generating aninvestment return of 3.8%.

> Returns were highest from the directs and co-investments, which make up asmall, but growing, proportion of the Company's portfolio at 3% of totalexposure.

> Performance in PIP's mature venture and growth assets came despite therelatively weak IPO markets. PIP's buyout assets exhibited solid performance,driven in particular by small/mid buyouts.

Debt Mutiples(2)

Venture and growth, small/mid buyouts and large/mega buyouts account for 89% ofthe portfolio value, and have differing leverage characteristics:

> The venture and growth portfolio accounts for 32% of portfolio value and hasvery little or no reliance on debt.

> The small/mid buyout portfolio sampled contains a moderate level of debt,with net debt/EBITDA of 3.2 times at 30th June 2012.

> The large/mega buyout portfolio sampled contains higher levels of debt, withnet debt/EBITDA of 4.5 times at 30th June 2012.

Valuation Multiple(2)

> Accounting standards require private equity managers to value their portfolioat fair value. This leads to volatility in valuations, reflecting movements inthe broader markets. However, valuations of private equity assets can oftenleave some room for value enhancement when liquidity is realised through asale.

> Sample weighted average enterprise value/EBITDA for the year to 30th June2012 was 10.0 times.

Revenue and EBITDA Growth(2)

> Weighted average revenue and EBITDA growth for the sampled buyout companieswas +13.1% and +14.8% respectively in the last 12 months ("LTM") to 30th June2012, suggesting the continuation of strong top-line performance and efficientcost controls at the companies within our top 50 buyout funds and directinvestments. > Including information disclosed in previous Annual Reports, we have nowdisclosed underlying revenue and EBITDA growth for PIP's top 50 buyout fundsfor the years to 31st December 2009, 2010 and 2011, and the last twelve monthsto 30th June 2012. In all four periods PIP's sample growth data has exceededthe equivalent growth rates of the FTSE All-Share and MSCI World indices.

> We believe that this is the natural consequence of selecting high-qualityfunds focusing on mid-market opportunities where the scale of suchopportunities provides scope for ample outperformance under the private equityownership model.

(1) Portfolio returns include income, exclude gains and losses from foreignexchange movements, and look through feeders and funds-of-funds.

(2)Buyout Sample Methodology

The sample buyout figures for the last twelve months to 30th June 2012 werecalculated from the companies, where information was available, within the top50 buyout funds and direct investments at 30th June 2012. This sample providescoverage of approximately 45% to 50% (depending on the metric) of the value ofPIP's buyout and direct portfolio. The figures are based upon unaudited data.The revenue and EBITDA figures were based upon the last twelve months to 30thJune 2012 or, where not available, the closest annual period disclosed.Enterprise value is defined as carrying value + net debt. The net debt andenterprise value figures were based upon 30th June 2012 underlying valuations,or the closest period end disclosed. The underlying company data was weightedby NAV to calculate an average. Individual company revenue and EBITDA growthfigures were capped between +100% and -100% to avoid large distortions fromexcessive outliers. Sample data for 2011, 2010 and 2009 were taken from theAnnual Report and Accounts for the years ended 30th June 2012, 2011 and 2010.Index information was taken from S&P Capital IQ Bloomberg.

Venture and Growth Performance

> Overall, PIP's venture and growth funds generated a return of 4.3% in thehalf year to 31st December 2012.

> As expected, PIP's older venture and growth assets outperformed the youngerfunds, with fund vintages of 2001 and earlier generating a return of 7.6% forthe half year. This performance is consistent with a higher distribution ratefor these assets at 32.8%, with many of the associated realisations being madeat uplifts to carrying value. > Many of the funds within PIP's venture and growth portfolio, which has aweighted average age of 8.7 years, contain companies that are now mature andcash-generative, having survived the bursting of the technology bubble and thelatest downturn. These assets can have an increased likelihood of returningcash to investors as their managers seek to prepare them for exit.

> It is our view that PIP's mature venture and growth assets can continue toproduce a good level of distributions.

FINANCE

Cash and Available Bank Facility

At 31st December 2012 PIP had cash balances of £70m.

As well as these cash balances, PIP can also finance investments out of itsmulti-currency revolving credit facility agreement ("Loan Facility"). The LoanFacility is due to expire in June 2015 and comprises facilities of $82m and€57m which, using exchange rates at 31st December 2012, amount to a sterlingequivalent of £97m. At 31st December 2012 the Loan Facility remained fullyundrawn.

Undrawn Commitment Cover

At 31st December 2012, the Company had £167m of available financing, comprisedof its cash balances and Loan Facility. The sum of PIP's available financingand private equity portfolio provide 5.1 times cover relative to undrawncommitments. It should be noted that a portion of the Company's undrawn commitments of £183mare unlikely to be called in full by the underlying managers. When a fund ispast its investment period, which is typically between five and six years, itgenerally cannot make any new investments (only drawing capital to fundexisting follow-on investments or pay expenses). As a result, the rate ofcapital calls in these funds tends to slow dramatically. Over 32% of theCompany's undrawn commitments are in fund vintages that are greater than sixyears old. Share Buybacks PIP bought back 3%(1) of its shares in the half year, taking advantage of theinvestment opportunity offered by its shares continuing to trade at highdiscounts. In total, 1.1m ordinary shares and 0.9m redeemable shares werebought back at a weighted discount of 29% and 32% respectively, resulting in atotal uplift to NAV per share of approximately 10p, or 0.8% of opening NAV pershare.

Since the period end, the Company has bought back a further 0.6m redeemableshares at a discount of 26%. Whilst PIP's shares trade at high discounts theBoard will continue to consider further share buybacks for investment purposes.

(1) 3% is the number of shares bought back in the half year divided by thenumber of shares outstanding at 30th June 2012.

OUTSTANDING COMMITMENTS

PIP's outstanding commitments to fund investments, 59% of which relate toprimary funds and 41% of which relate to secondary funds, are well diversifiedby stage and geography and will enable the Company to participate in futureinvestments with many of the highest quality fund managers in the privateequity industry worldwide.

Analysis of Outstanding Commitments as at 31st December 2012

PIP's outstanding commitments to investments decreased to £183m at 31stDecember 2012 compared with £191m at 30th June 2012. The Company paid calls of£24m and aquired an additional £20m of outstanding commitments associated withnew secondary investments.

The remaining movements were caused by fluctuations in exchange rates andcancellations of outstanding commitments in the portfolio's underlying funds.

Geography

The USA and Europe have the largest outstanding commitments, reflecting theCompany's investment emphasis. Commitments to Asia and other regions provideaccess to faster-growing economies.

USA 53% Europe 34% Asia and other 13% Stage PIP's undrawn commitments are well diversified across all major stages ofprivate equity. The majority of the buyout exposure is to small and mid-capfunds. Venture and growth represents about a quarter of the Company's undrawncommitments. Small/Mid Buyout 37% Large/Mega Buyout 29% Venture and Growth 26% Special Situations 7% Generalist 1% Directs/ 0%Co-investments Maturity 32% of PIP's undrawn commitments are in the 2005 fund vintage or older. Mostrelate to funds that are outside their investment periods and, as such, shouldhave slower call rates. It is likely that a portion of these commitments willnot be drawn. 2005 and earlier 32% 2006 14% 2007 24% 2008 25% 2009 4% 2010 1% 2011 0% 2012 0% New Commitments By Region USA 61% Asia 26% Europe 13% By Stage Large/Mega Buyout 57% Small/Mid Buyout 19% Co-investments 12% Venture and Growth 12%

> PIP made £57m of new commitments during the half year.

> 88% of the new commitments were made to four secondary transactions, with themajority of these relating to large buyout funds based in the USA. One suchtransaction benefited from a deferral of 50% of its purchase price. Taking thisinto account, on an aggregate basis, these transactions were approximately 62%funded.

> 12% of the new commitments were invested in four new co-investments focusedon the finance, healthcare and energy sectors in the USA and in automotivedistribution in China.

> No new primary commitments were made during the financial year.

> The majority of new secondary commitments will likely be focused on buyoutassets, reflecting the mix of funds raised at the peak of the fundraising cyclebetween 2005 and 2008. Buyout funds also tend to have shorter payback periodsrelative to venture and growth assets, which can be a beneficial characteristicfor cash flow purposes. Pantheon Vehicles Pantheon is not entitled to management and commitment fees in respect of PIP'sholdings in, and outstanding commitments to, the firm's managed fund-of-fundsvehicles. In addition, Pantheon has agreed that PIP will never be disadvantagedin terms of fees compared with the position it would have been in had it madeinvestments directly into the underlying funds rather than indirectly throughsuch fund-of-funds vehicles. At 31st December 2012, 8% of PIP's portfolio valueand 11% of PIP's outstanding commitments were comprised of funds-of-fundsdirectly managed by Pantheon.

LARGEST 20 MANAGERS BY VALUE AS AT 31ST DECEMBER 2012

% OF PIP'S TOTAL PRIVATENUMBER MANAGER REGION STAGE BIAS EQUITY ASSET VALUE 1 CVC Capital Partners Global Buyout 2.5% 2 Vision Capital Europe Buyout 2.4% 3 Apax Partners Europe Buyout 2.3% 4 Carlyle Group Global Generalist 2.2% 5 Golden Gate Capital USA Buyout

1.8%

6 Texas Pacific Group Global Buyout

1.8%

7 Brentwood Associates USA Buyout 1.7% 8 Blackstone Capital USA Buyout 1.7% Partners 9 Equistone Europe Buyout 1.7% 10 Baring Vostok Capital Europe Buyout 1.7% Partners 11 Hutton Collins Europe Special 1.6% Situations 12 Nova Capital Management Europe Buyout 1.5% 13 Bain Capital USA Buyout 1.5% 14 IK Investment Partners Europe Buyout 1.4% 15 Doughty Hanson & Co Europe Buyout 1.4% 16 Providence Equity USA Buyout 1.4% Partners 17 Oak Investment Partners USA Venture and 1.3% Growth 18 Apollo Management USA Buyout 1.1% 19 Genstar Capital Partners USA Buyout 1.1% 20 JK&B Partners USA Venture and 1.1% Growth

LARGEST 20 MANAGERS BY OUTSTANDING COMMITMENTS AS AT 31ST DECEMBER 2012

% OF OUTSTANDINGNUMBER MANAGER REGION STAGE BIAS COMMITMENTS 1 Texas Pacific Group Global Buyout 8.4% 2 CVC Capital Partners Europe Buyout 3.6% 3 Carlyle Group Global Generalist 3.4% 4 Hutton Collins Europe Special 2.9% Situations 5 Clessidra Capital Europe Buyout 2.7% Partners 6 GrandBanks Capital USA Venture and 2.7% Growth 7 ABS Capital Partners USA Venture and 2.6% Growth 8 Summit Partners Global Venture and 2.4% Growth 9 Unison Asia and Buyout 1.9% other 10 Equistone Europe Buyout 1.7% 11 Vision Capital Europe Buyout 1.7% 12 Private Equity Partners Europe Buyout 1.6% 13 Churchill Capital USA Buyout 1.3% Partners 14 Unitas Asia and Buyout 1.3% other 15 Pfingsten Partners USA Buyout 1.2% 16 Mid-Europa Partners Europe Buyout 1.1% 17 Gemini Israel Funds Europe Venture and 1.0% Growth 18 Golden Gate Capital USA Buyout 1.0% 19 Apax Partners Europe Buyout 1.0% 20 Arcadia Europe Buyout 1.0%

LARGEST 20 COMPANIES BY VALUE AS AT 31ST DECEMBER 2012

% OF PIP'S TOTAL PRIVATE EQUITY ASSETNUMBER COMPANY COUNTRY SECTOR VALUE 1 Splunk*† USA IT 1.3% 2 Attendo Sweden Healthcare 1.2% 3 Bibby Scientific UK IT

1.1%

4 Applied Medical USA Healthcare 0.9% Resources 5 Spotify Sweden IT 0.7% 6 JDR USA Energy 0.6% 7 BrightHouse UK Cons. Disc. 0.6% 8 InterXion* Netherlands IT 0.5% 9 Vbrick Systems USA IT

0.5%

10 Fairway Market USA Cons. Staples 0.4% 11 Siltron South Korea IT 0.4% 12 Evonik Germany Materials 0.4% 13 SoftBrands USA IT 0.4% 14 The Teaching USA Cons. Disc. 0.4% Company 15 Yandex* Russia IT 0.4% 16 CPL Industries UK Energy 0.3% 17 ConvaTec USA Healthcare 0.3% 18 Oriental Brewery South Korea Cons. Staples 0.3% Company 19 Cobalt USA Energy 0.3% International Energy* 20 HCA* USA Healthcare 0.3%

* Quoted holding as at 31st December 2012.

† Known liquidity event after 31st December 2012.

The largest 20 managers by value and outstanding commitments are based uponunderlying fund valuations. The largest 20 companies table is based uponunderlying company valuations at 30th June 2012, adjusted for known calls,distributions, new investment commitments and post valuation information. Adetailed list of fund holdings is available on PIP's website at www.pipplc.com

OBJECTIVE AND INVESTMENT POLICY

The Company's primary investment objective is to maximise capital growth byinvesting in a diversified portfolio of private equity funds and, occasionally,directly in private companies.

The Company's policy is to make unquoted investments, in general by subscribingfor investments in new private equity funds and buying secondary interests inexisting private equity funds and, occasionally, by acquiring direct holdingsin unquoted companies, usually either where a vendor is seeking to sell acombined portfolio of fund interests and direct holdings or where there is aprivate equity manager, well known to the Company's Manager, investing onsubstantially the same terms. The Company may invest in private equity funds which are quoted. In addition,the Company may from time to time hold quoted investments in consequence ofsuch investments being distributed to the Company from its fund investments orin consequence of an investment in an unquoted company becoming quoted. TheCompany will not otherwise normally invest in quoted securities, although theCompany reserves the right to do so should this be deemed to be in theinterests of the Company. The Company may invest in any type of financial instrument, including equityand non-equity shares, debt securities, subscription and conversion rights andoptions in relation to such shares and securities and interests in partnershipsand limited partnerships and other forms of collective investment scheme.Investments in funds and companies may be made either directly or indirectly,through one or more holding, special purpose or investment vehicles in whichone or more co-investors may also have an interest. The Company employs a policy of over-commitment. This means that the Companymay commit more than its available uninvested assets to investments in privateequity funds on the basis that such commitments can be met from anticipatedfuture cash flows to the Company and through the use of borrowings and capitalraisings where necessary. The Company's policy is to adopt a global investment approach. The Company'sstrategy is to mitigate investment risk through diversification of itsunderlying portfolio by geography, sector and investment stage. Since theCompany's assets are invested globally on the basis, primarily, of the meritsof individual investment opportunities, the Company does not adopt maximum orminimum exposures to specific geographic regions, industry sectors or theinvestment stage of underlying investments.

In addition, the Company adopts the following limitations for the purpose ofdiversifying investment risk:

● the requirement for approval as an investment trust applying to the Companyin relation to its accounting period ended on 30th June 2012 that no holding ina company will represent more than 15% by value of the Company's investments atthe time of investment; ● the aggregate of all the amounts invested by the Company in (includingcommitments to or in respect of) funds managed by a single management group maynot, in consequence of any such investment being made, form more than 20% ofthe aggregate of the most recently determined gross asset value of the Companyand the Company's aggregate outstanding commitments in respect of investmentsat the time such investment is made;

● the Company will invest no more than 15% of its total assets in otherUK-listed closed-ended investment funds (including UK-listed investmenttrusts).

The Company may invest in funds and other vehicles established and managed oradvised by Pantheon or any Pantheon affiliate. In determining thediversification of its portfolio and applying the manager diversificationrequirement referred to above, the Company looks through vehicles establishedand managed or advised by Pantheon or any Pantheon affiliate.

The Company may enter into derivatives transactions for the purposes ofefficient 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, bankdeposits or other similar securities.

The Company may borrow to make investments and typically uses its borrowingfacilities to manage its cash flows flexibly, enabling the Company to makeinvestments as and when suitable opportunities arise and to meet calls inrelation to existing investments without having to retain significant cashbalances for such purposes. Under the Company's articles of association, theCompany's borrowings may not at any time exceed 100% of the Company's net assetvalue. Typically, the Company does not expect its gearing to exceed 30% ofgross assets. However, gearing may exceed this in the event that, for example,the Company's pipeline of future cash flows alters. The Company may invest in private equity funds, unquoted companies or specialpurpose or investment holding vehicles which are geared by loan facilities thatrank ahead of the Company's investment. The Company does not adopt restrictionson the extent to which it is exposed to gearing in funds or companies in whichit invests.

INTERIM MANGEMENT REPORT AND RESPONSIBILITY STATEMENT OF THE DIRECTORSIN RESPECT OF THE HALF YEARLY FINANCIAL REPORT

Interim Management Report

The important events that have occurred during the period under review, the keyfactors influencing the financial statements and the principal uncertaintiesfor the remaining six months of the financial year are set out in theChairman's Statement and the Manager's Review. The principal risks facing the Company are substantially unchanged since thedate of the Annual Report for the year ended 30th June 2012 and continue to beas set out in that report. Risks faced by the Company include, but are not limited to, funding ofinvestment commitments, risks relating to investment opportunities, financialrisk of private equity, long-term nature of private equity investments,liquidity/marketability risk, valuation uncertainty and market price risk,gearing, interest rate risk, foreign currency risk, competition, theunregulated nature of underlying investments, defaults on commitments, taxationand the risks associated with the engagement of third parties.

Responsibility Statement

The Directors confirm that to the best of their knowledge:

● the condensed set of financial statements has been prepared in accordancewith the Statement on Half Yearly Financial Reports issued by the UK AccountingStandards Board and gives a true and fair view of the assets, liabilities andfinancial position of the Company; and

● this Half Yearly Financial Report includes a fair review of the informationrequired by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication ofimportant events that have occurred during the first six months of thefinancial year and their impact on the condensed set of financial statements;and a description of the principal risks and uncertainties for the remainingsix months of the year; and (b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related partytransactions that have taken place in the first six months of the currentfinancial year and that have materially affected the financial position orperformance of the Company during that period; and any changes in the relatedparty transactions described in the last annual report that could do so.

This Half Yearly Financial Report was approved by the Board of Directors on27th February 2013 and the above responsibility statement was signed on itsbehalf by Tom Bartlam, Chairman.

CONDENSED INCOME STATEMENT (UNAUDITED)FOR THE SIX MONTHS TO 31ST DECEMBER 2012 SIX MONTHS TO SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 REVENUE CAPITAL TOTAL* REVENUE CAPITAL TOTAL* REVENUE

CAPITAL TOTAL*

£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Gains on - 3,319 3,319 - 10,671 10,671 - 46,146 46,146investmentsdesignated atfair valuethrough profitor loss** Loss on - - - - (53,543) (53,543) - (14,938) (14,938)derivativescontained instandbyagreements atfair valuethrough profitor loss*** Currency - (1,401) (1,401) - (380) (380) - (1,104) (1,104)losses on cash Investment 6,600 - 6,600 6,861 - 6,861 12,065 - 12,065income Investment (4,317) - (4,317) (4,484) - (4,484) (8,867) - (8,867)managementfees Other expenses (543) - (543) (486) (157) (643) (1,062) (160) (1,222) RETURN ON 1,740 1,918 3,658 1,891 (43,409) (41,518) 2,136 29,944 32,080ORDINARYACTIVITIESBEFOREFINANCINGCOSTS AND TAX Interest (715) - (715) (1,113) - (1,113) (1,831) - (1,831)payable andsimilarcharges/finance costs RETURN ON 1,025 1,918 2,943 778 (43,409) (42,631) 305 29,944 30,249ORDINARYACTIVITIES BEFORE TAX Tax on (1,037) - (1,037) (699) - (699) (1,363) - (1,363)ordinaryactivities RETURN ON (12) 1,918 1,906 79 (43,409) (43,330) (1,058) 29,944 28,886ORDINARYACTIVITIESAFTER TAX FORTHE PERIOD**** * The total column of the statement represents the Company's profit and lossstatement prepared in accordance with UK Accounting Standards. Thesupplementary revenue and capital columns are prepared under guidance publishedby the Association of Investment Companies.

** Includes currency movements on investments.

*** The loss on the derivative was an accounting entry only and had no effecton the cash balances of the Company.

**** Return per ordinary and redeemable share is shown in Note 6.

All revenue and capital items in the above statement relate to continuingoperations.

No operations were acquired or discontinued during the year.

There were no recognised gains or losses other than those passing through theIncome Statement.

The Notes form part of these financial statements.

CONDENSED RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS (UNAUDITED) CAPITAL CAPITAL OTHER RESERVE ON SHARE SHARE REDEMPTION CAPITAL INVESTMENTS SPECIAL REVENUE CAPITAL PREMIUM RESERVE RESERVE HELD RESERVE RESERVE TOTAL £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Movement for thesix months ended31st December2012 OPENING EQUITY 24,549 283,555 996 2 65,724 259,255 67,939 (56,604) 845,414SHAREHOLDERS'FUNDS Return for the - - - 19,581 (17,663) - (12) 1,906period Ordinary shares (718) - 718 - - (9,074) - (9,074)bought back forcancellation Redeemable (8) - 8 - - (6,951) - (6,951)shares boughtback forcancellation CLOSING EQUITY 23,823 283,555 1,722 285,305 241,592 51,914 (56,616) 831,295SHAREHOLDERS'FUNDS Movement for thesix months ended31st December2011 OPENING EQUITY 25,428 183,184 26 288,790 244,850 99,861 (55,546) 786,593SHAREHOLDERS'FUNDS Return for the - - - (34,953) (8,456) - 79 (43,330)period Issue of new 91 100,371 - - - - - 100,462redeemableshares Ordinary shares (419) - 419 - - (4,034) - (4,034)bought back forcancellation Redeemable (20) - 20 - - (13,503) - (13,503)shares boughtback forcancellation CLOSING EQUITY 25,080 283,555 465 253,837 236,394 82,324 (55,467) 826,188SHAREHOLDERS'FUNDS Movement for theyear ended 30thJune 2012 OPENING EQUITY 25,428 183,184 26 288,790 244,850 99,861 (55,546) 786,593SHAREHOLDERS'FUNDS Return for the - - - 15,539 14,405 - (1,058) 28,886year Derecognition of - - - (38,605) - - - (38,605)derivative asset Issue of new 91 100,409 - - - - - 100,500redeemableshares Expenses - (38) - - - - - (38)relating to theissue of newredeemableshares Ordinary shares (938) - 938 - - (9,685) - (9,685)bought back forcancellation Redeemable (23) - 23 - - (15,770) - (15,770)shares boughtback forcancellation Redeemable - - - - - (6,467) - (6,467)shares boughtback and held intreasury Redeemable (9) - 9 - - - - -shares cancelledfrom treasury CLOSING EQUITY 24,549 283,555 996 265,724 259,255 67,939 (56,604) 845,414SHAREHOLDERS'FUNDS

The Notes form part of these financial statements.

CONDENSED BALANCE SHEET (UNAUDITED)

AS AT AS AT AS AT 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 £'000 £'000 £'000 Fixed assets Investments at fair 766,719 774,782 799,853value through profit orloss Current assets Debtors 1,998 1,676 1,512 Cash at bank 69,915 56,515 51,143 71,913 58,191 52,655 Creditors: amountsfalling due within oneyear Other creditors 7,337 6,785 7,094 7,337 6,785 7,094 NET CURRENT ASSETS 64,576 51,406 45,561 NET ASSETS 831,295 826,188 845,414 Capital and reserves Called-up share capital 23,823 25,080 24,549 Share premium account 283,555 283,555 283,555 Capital redemption 1,722 465 996reserve Other capital reserve 285,305 253,837 265,724 Capital reserve on 241,592 236,394 259,255investments held Special reserve 51,914 82,324 67,939 Revenue reserve (56,616) (55,467) (56,604) TOTAL EQUITY 831,295 826,188 845,414SHAREHOLDERS' FUNDS NET ASSET VALUE PER 1,206.32p 1,134.02p 1,193.50pSHARE - ORDINARY ANDREDEEMABLE NUMBER OF ORDINARY 68,911,547 72,854,547 70,834,547SHARES AND REDEEMABLESHARES IN ISSUE

The Notes form part of these financial statements.

CONDENSED CASH FLOW STATEMENT (UNAUDITED)FOR THE SIX MONTHS TO 31ST DECEMBER 2012 SIX MONTHS TO SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 £'000 £'000 £'000 Cash flow fromoperating activities Investment income 6,570 6,845 12,052received Deposit and other 30 16 13interest received Investment management (4,387) (4,537) (8,869)fees paid Secretarial fees paid (127) (108) (172) Other cash payments (68) (672) (951) NET CASH INFLOW FROM 2,018 1,544 2,073OPERATING ACTIVITIES Servicing of finance Loan commitment and (539) (577) (1,160)arrangement fees paid Redeemable shares - (62) (63)commitment fees paid Interest on loan notes - (322) (322)paid NET CASH OUTFLOW FROM (539) (961) (1,545)SERVICING OF FINANCE Tax Net tax paid (1,037) (699) (1,363) NET CASH OUTFLOW FROM (1,037) (699) (1,363)TAX Capital expenditure andfinancial investment Purchases of (63,262) (30,552) (77,126)investments Purchases of government - (15,901) (15,901)securities Disposals of 99,024 77,683 134,632investments Disposals of government - 15,743 15,743securities Realised currency - (84) -losses NET CASH INFLOW FROM 35,762 46,889 57,348CAPITAL EXPENDITURE ANDFINANCIAL INVESTMENT NET CASH INFLOW BEFORE 36,204 46,773 56,513FINANCING Financing Expenses relating to - (38) (38)issue of new redeemableshares Ordinary shares (9,074) (4,034) (9,685)purchased forcancellation Redeemable shares (6,951) (13,503) (15,770)purchased forcancellation Redeemable shares - - (6,467)purchased to be held intreasury NET CASH OUTFLOW FROM (16,025) (17,575) (31,960)FINANCING INCREASE IN CASH 20,179 29,198 24,553

The Notes form part of these financial statements.

NOTES TO THE HALF YEARLY FINANCIAL STATEMENTS (UNAUDITED)

1. Financial Information

The financial information has been prepared on the historical cost basis ofaccounting, except for the measurement at fair value of investments andfinancial instruments, and in accordance with applicable UK law and accountingstandards on the basis that all activities are continuing. The accountingpolicies set out in the statutory accounts for the year ended 30th June 2012have been applied to this Half Yearly Financial Report.

The financial information has been prepared in accordance with the Statement ofRecommended Practice (revised January 2009) issued by the Association ofInvestment Companies and in accordance with the Accounting Standards BoardStatement `Half Yearly Financial Reports' issued in July 2007.

The financial information contained in this Half Yearly Financial Report is notthe Company's statutory accounts. The financial information for the six monthsended 31st December 2012 and 31st December 2011 are not for a financial yearand have not been audited but have been reviewed by the Company's Auditor andtheir report is attached. The statutory accounts for the financial year ended30th June 2012 have been delivered to the Registrar of Companies and receivedan audit report which was unqualified, did not include a reference to anymatters to which the Auditor drew attention by way of emphasis withoutqualifying the report and did not contain statements under section 498 (2) and(3) of the Companies Act 2006.

2. Going Concern

The Company's business activities, together with the factors likely to affectits future development, performance and position, including its financialposition, are set out in the Chairman's Statement and Manager's Review.

At each Board meeting, the Directors review the Company's latest managementaccounts and other financial information. Its commitments to private equityinvestments are reviewed, together with its financial resources, including cashheld and the Company's borrowing capability. One-year cash flow scenarios arealso presented to each meeting and discussed. After due consideration of the balance sheet and activities of the Company andthe Company's assets, liabilities, commitments and financial resources, theDirectors have concluded that the Company has adequate resources to continue inoperation for the foreseeable future. For this reason, they consider itappropriate to continue to adopt the going concern basis in preparing thefinancial statements.

3. Tax on Ordinary Activities

The tax charge for the six months to 31st December 2012 is £1,037,000 (sixmonths to 31st December 2011: £699,000; year to 30th June 2012: £1,363,000).The tax charge is wholly comprised of irrecoverable withholding tax suffered.Investment gains are exempt from capital gains tax owing to the Company'sstatus as an investment trust.

4. Related Party Transactions

Under the listing rules of the UK Listing Authority, the Manager, PantheonVentures (UK) LLP, is regarded as a related party of the Company. Mr R.M.Swire, a Director of the Company, was, until 12th October 2011, a director ofPantheon Ventures Limited, a parent undertaking of the Manager.

During the period, services with a total value of £4,620,000, being £4,317,000directly from Pantheon Ventures (UK) LLP and £303,000 via Pantheon managed fundinvestments (31st December 2011: £4,816,000, £4,484,000 and £332,000; year to30th June 2012: £9,511,000, £8,867,000 and £644,000 respectively) werepurchased by the Company. At 31st December 2012, the amount due to PantheonVentures (UK) LLP in management fees and performance fees disclosed undercreditors was £1,434,000 and £5,057,000 respectively. The performance feepayable as at 31st December 2012 relates to the initial 18-month calculationperiod ended 30th June 2008. 5. Performance Fee The Manager is entitled to a performance fee from the Company in respect ofeach 12 calendar month period ending on 30th June in each year. The performancefee payable in respect of each such calculation period is 5% of the amount bywhich the net asset value at the end of such period exceeds 110% of theapplicable "high-water mark", i.e. the net asset value at the end of theprevious calculation period in respect of which a performance fee was payable,compounded annually at 10% for each subsequent completed calculation period upto the start of the calculation period for which the fee is being calculated.For the six month period ended 31st December 2012, the notional performance feehurdle is a net asset value per share of 1,733.64p. The performance fee iscalculated using the adjusted net asset value. In previous periods this wasadjusted to exclude the derivative asset. The performance fee is calculated so as to ignore the effect on performance ofany performance fee payable in respect of the period for which the fee is beingcalculated or of any increase or decrease in the net assets of the Companyresulting from any issue, redemption or purchase of any shares or othersecurities, the sale of any treasury shares or the issue or cancellation of anysubscription or conversion rights for any shares or other securities and anyother reduction in the Company's share capital or any distribution toshareholders.

6. Return per Ordinary and Redeemable Share

SIX MONTHS TO SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 REVENUE CAPITAL TOTAL REVENUE CAPITAL TOTAL

REVENUE CAPITAL TOTAL

Return on (12) 1,918 1,906 79 (43,409) (43,330) (1,058) 29,944 28,886ordinaryactivitiesafter tax£'000 Loss on - - - - 53,543 53,543 - 14,938 14,938derivativecontained instandbyagreements£'000 Adjusted N/A N/A N/A 79 10,134 10,213 (1,058) 44,882 43,824return onordinaryactivitiesafter tax£'000* Weighted 70,204,792 71,695,943 71,680,727averageordinary andredeemableshares Return per (0.02)p 2.73p 2.71p 0.11p (60.55)p (60.44)p (1.48)p 41.77p 40.29pordinary andredeemableshare Adjusted N/A N/A N/A 0.11p 14.13p 14.24p (1.48)p 62.62p 61.14preturn perordinary andredeemableshare* * The adjusted return excludes the loss on the derivative asset relating to theCompany's standby subscription agreements with certain institutions under whichthose institutions could be called upon by the Company to subscribe for newredeemable shares in the Company ("Standby Commitments"). The Companyterminated the remaining Standby Commitments with effect from 30th September2011. 7. Net Asset Value per Share 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 Net assets 831,295 826,188 845,414attributable in £'000 Ordinary and 68,911,547 72,854,547 70,834,547redeemable shares Net asset value per 1,206.32p 1,134.02p 1,193.50pshare - ordinary andredeemable

8. Reconciliation of Return on Ordinary Activities before Financing Costs andTax to Net Cash Flow from Operating Activities

SIX MONTHS TO SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 £'000 £'000 £'000 Return on ordinary 3,658 (41,518) 32,080activities beforefinancing costs and tax Gains on investments (3,319) (10,671) (46,146) Loss on derivative - 53,543 14,938 Currency losses on cash 1,401 380 1,104 Increase/(decrease) in 261 (181) 96creditors Decrease/(increase) in 17 (9) 1other debtors NET CASH INFLOW FROM 2,018 1,544 2,073OPERATING ACTIVITIES

9. Reconciliation of Net Cash Flows to Movements in Net Funds

SIX MONTHS TO SIX MONTHS TO YEAR TO 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 £'000 £'000 £'000 Increase in cash in the 20,179 29,198 24,553year Non-cash movement - foreign exchange (1,407) (328) (1,055)losses - loan notes repaid by - 100,500 100,500issue of redeemableshares Change in net funds 18,772 129,370 123,998 Net funds at beginning 51,143 (72,855) (72,855)of period NET FUNDS AT END OF 69,915 56,515 51,143PERIOD 10. Analysis of Net Funds 31ST DECEMBER 2012 31ST DECEMBER 2011 30TH JUNE 2012 £'000 £'000 £'000 Cash at bank 69,915 56,515 51,143 69,915 56,515 51,143 11. Fair Value Hierarchy

Financial Assets at Fair Value through Profit or Loss at 31st December 2012

LEVEL 1 LEVEL 2 LEVEL 3 TOTAL £'000 £'000 £'000 £'000 Unlisted holdings - - 766,624 766,624 Listed holdings 95 - - 95 TOTAL 95 - 766,624 766,719 Level 3 Financial Assets at Fair Value through Profit or Loss at 31st December2012 PRIVATE EQUITY INVESTMENTS TOTAL £'000 £'000 Opening balance 799,322 799,322 Purchases at cost 63,242 63,242 Transfer of book cost to level 1* (3,424) (3,424) Sales proceeds (95,537) (95,537) Total gains or losses included in "Gainson investments" in the Income Statement - on assets sold 19,286 19,286 - on assets held as at 31st December 2012 (16,265) (16,265) CLOSING BALANCE 766,624 766,624

* The transfer of book cost to level 1 is due to stock distributions receivedfrom private equity investments.

INDEPENDENT REVIEW REPORT

TO PANTHEON INTERNATIONAL PARTICIPATIONS PLC

Introduction

We have been engaged by the Company to review the financial information in theHalf Yearly Financial Report for the six months ended 31st December 2012 whichcomprises the Condensed Income Statement, Condensed Reconciliation of Movementsin Equity Shareholders' Funds, Condensed Balance Sheet, Condensed Cash FlowStatement and Notes to the Half Yearly Financial Statements. We have read theother information contained in the Half Yearly Financial Report which comprisesonly the Financial Summary, Chairman's Statement, Manager's Review and theInterim Management Report and Responsibility Statement of the Directors andconsidered whether it contains any apparent misstatements or materialinconsistencies with the information in the condensed set of financialstatements. This report is made solely to the Company in accordance with guidance containedin ISRE (UK and Ireland) 2410, 'Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity'. Our review work has beenundertaken so that we might state to the Company those matters we are requiredto state to them in a review report and for no other purpose. To the fullestextent permitted by law, we do not accept or assume responsibility to anyoneother than the Company, for our review work, for this report, or for theconclusion we have formed.

Directors' Responsibilities

The Half Yearly Financial Report is the responsibility of, and has beenapproved by, the Directors. The Directors are responsible for preparing theHalf Yearly Financial Report in accordance with the Disclosure and TransparencyRules of the United Kingdom's Financial Services Authority.

As disclosed in Note 1, the annual financial statements of the Company areprepared in accordance with applicable United Kingdom law and AccountingStandards (United Kingdom Generally Accepted Accounting Practice) and with theStatement of Recommended Practice 'Financial Statements of Investment TrustCompanies and Venture Capital Trusts', issued in January 2009. The condensedfinancial information in the Half Yearly Financial Report has been prepared inaccordance with the Accounting Standards Board Statement 'Half Yearly FinancialReports' issued in July 2007.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the financialinformation in the Half Yearly Financial Report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, 'Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity' issued by the AuditingPractices Board for use in the United Kingdom. A review of interim financialinformation consists of making enquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK and Ireland) andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly,we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us tobelieve that the financial information in the Half Yearly Financial Report forthe six months ended 31st December 2012 is not prepared, in all materialrespects, in accordance with the Accounting Standards Board Statement 'HalfYearly Financial Reports' and the Disclosure and Transparency Rules of theUnited Kingdom's Financial Services Authority.

GRANT THORNTON UK LLP Auditor London 27th February 2013 NATIONAL STORAGE MECHANISM

A copy of the Half Yearly Financial Report will be submitted shortly to theNational Storage Mechanism ("NSM") and will be available for inspection at theNSM, which is situated at: http://www.morningstar.co.uk/uk/nsm

Ends

Neither the contents of the Company's website nor the contents of any websiteaccessible from hyperlinks on the Company's website (or any other website) isincorporated into, or forms part of this announcement.
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