PANTHEON
INFRASTRUCTURE PLC
ACCESS TO HIGH‑QUALITY GLOBAL
INFRASTRUCTURE ASSETS
ANNUAL REPORT 2024
Our purpose is to provide
investors of all types with
easy and immediate access
to a diversified portfolio
of high‑quality global
infrastructure assets via
a single vehicle, targeting
capital growth and a
progressive dividend.
This portfolio, which is diversified by sector and
geography, is designed to generate sustainable,
attractive returns over the long term. We achieve
this by targeting assets which have strong
environmental, social and governance (ESG)
credentials, and often underpin the transition
to a low‑carbon economy. We invest in private
assets which we believe will benefit from strong
downside protection through inflation linkage and
other defensive characteristics.
Pantheon Infrastructure Plc
(the ‘Company’ or ‘PINT’) is
a closed‑ended investment
company and an approved
UK investment trust,
listed on the London Stock
Exchange.
PINT provides exposure to a global, diversified
portfolio (the ‘Portfolio’) through direct
co‑investments in high‑quality infrastructure
assets with strong defensive characteristics,
typically benefiting from contracted cash flows,
inflation protection and conservative leverage
profiles. PINT targets assets which have strong
sustainability credentials, including projects that
support the transition to a low‑carbon economy.
The Portfolio focuses on assets benefiting from
long‑term secular tailwinds. The Company
is overseen by a Board of independent
non‑executive Directors and is managed by
Pantheon Ventures (UK) LLP (‘Pantheon’ or the
'Investment Manager'), a leading multi‑strategy
investment manager in infrastructure and real
assets, private equity, private debt and real
estate.
ABOUT USPURPOSE
HIGHLIGHTSHIGHLIGHTS
At a glance as at 31 December 2024
1. This refers to the investment fair values and amounts committed as at 31 December 2024. Invested
assets represent those that have reached financial close and have been, or are in the process
of, being funded, and may include committed but uncalled amounts reserved for follow‑on
investments. As at 31 December 2024, £531.7 million was invested and £9.9 million was committed
but not yet invested.
2. Total dividends declared in relation to the year ended 31 December 2024.
3. For the year ended 31 December 2024, NAV Total Return comprises the investment return from the
Portfolio and income from any cash balances, net of management, operating and finance costs, and
taxes. It also includes foreign exchange movements and movements in the fair value of derivatives.
£542m
1
Capital invested or
committed
£553m
Net asset value
(NAV)
118.1p
NAV per share
4.2p
per share
Total dividends
2
£418m
Market cap
14.3%
NAV Total Return
3
Dec 2023:
£487m
Dec 2023:
£504m
Dec 2023:
4.0p
Dec 2023:
£397m
Dec 2023:
106.6p
Dec 2023:
10.4%
Strategic report
Highlights .............................................................................................1
Why invest in PINT ..............................................................................2
PINT at a glance ................................................................................. 6
Chair’s statement ................................................................................7
About the Manager ........................................................................... 11
Q&A with the Investment Manager ................................................13
Our market .........................................................................................15
How AI is driving demand for data ................................................ 20
Investment Manager’s report ......................................................... 24
Business model ................................................................................42
Investment strategy .........................................................................45
Sustainability approach .................................................................46
S172(1) statement ............................................................................. 52
Principal risks and uncertainties ................................................... 57
Viability statement ............................................................................61
Governance
Board of Directors ............................................................................ 63
Management team ...........................................................................65
Chair's introduction to corporate governance ............................68
Audit and Risk Committee report .................................................. 75
Management Engagement Committee report .............................80
Nomination Committee report ....................................................... 82
Sustainability Committee report ...................................................84
Directors’ remuneration report ......................................................86
Directors’ report ................................................................................91
Directors’ responsibility statement ............................................... 95
Financial statements
Independent Auditor’s report ......................................................... 97
Income statement .......................................................................... 104
Statement of changes in equity ................................................... 105
Balance sheet ................................................................................. 106
Cash flow statement .......................................................................107
Notes to the financial statements ...............................................108
Other information
Alternative Performance Measures (APMs) ............................... 128
Investment policy ...........................................................................130
AIFMD disclosures ..........................................................................131
Glossary ...........................................................................................133
Directors and advisers .................................................................. 135
7
Chair's
statement
13-14
Q&A with
the Investment
Man
ager
20-23
How AI is driving
demand for data
24
Portfolio
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PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
WHY
INVEST IN PINT
ACCESS
Access to assets not
usually accessible by
public market investors
Typically involve no
ongoing management
fee or carried interest
charged by the
Sponsor
Ability to select specific
individual assets based
on the Investment
Manager’s view on
relative value
Support portfolio
construction that is
diversified across
infrastructure sectors,
geographies, stages
and Sponsor
Ability to choose deals
alongside a Sponsor
with a distinct edge
who may be best
placed to create value
Access to nascent
and emerging sectors
that may otherwise
be unavailable
through primary or
secondary investment
opportunities
Alignment through
the incentivisation of
both Sponsors and
management, through
long‑term incentive
programmes
ALIGNMENT
ENHANCED
ECONOMICS
PORTFOLIO
CONSTRUCTION
DIVERSIFICATION
SPONSOR
SPECIALISATION
EXPOSURE TO
NASCENT SECTORS
1. UNIQUE ACCESS TO PRIVATE
INFRASTRUCTURE CO‑INVESTMENT ASSETS
Advantages of investing
in infrastructure via
co‑investments alongside
highly experienced
general partner sponsors
(‘Sponsors’).
2
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
WHY
INVEST IN PINT
CONTINUED
Infrastructure assets
combine a range of
attractive characteristics
for long‑term investors.
Infrastructure may mitigate
the adverse effects of rising
inflation and may provide
an income‑generating
investment outside of
traditional fixed income.
2. FAVOURABLE DEFENSIVE
LONG‑TERM CHARACTERISTICS
Infrastructure assets can offer reliable income
streamswith inflation protection
Infrastructure assets may provide embedded value and
downside protection across market cycles given the regulated
and contracted nature of many of the underlying cash flows.
Infrastructure assets may provide a range of attractive
investment attributes, including the following:
Embedded downside protection
The vital role that many infrastructure assets play in
our daily lives can make them an innately defensive
investment. The tangible nature of infrastructure
investments can provide a basis for liquidation and
recovery value in downside cases. Furthermore,
infrastructure investing is generally focused on gaining
exposure to assets in a monopolistic or oligopolistic market
which, with high upfront costs, can be a barrier to entry
for new participants. Investments typically have long‑term
contracts with price escalators or inflation linkage with
high‑quality counterparties, which offer further downside
protection. Finally, high friction costs in certain sectors
have been seen to discourage customers from switching
providers, which can provide a stable and long‑term
customer base.
Stable cash flow profile
Infrastructure may provide a compelling, stable distribution
profile similar to traditional fixed income, but backed by
tangible assets. Infrastructure assets often offer reliable
income streams governed by regulation, hedges or
long‑term contracts with reputable counterparties.
Diversification
Infrastructure can be a valuable portfolio diversifier
alongside traditional and alternative investments.
Historically, listed infrastructure returns have been only
moderately correlated with traditional asset classes.
The sub‑sectors within the infrastructure universe and
the drivers of such sub‑sector returns tend not to be
correlated with one another.
Inflation hedge
Infrastructure investments can provide a natural hedge
to rising inflation, as many sub‑sectors have contracts
with explicit inflation linkage or implicit protection through
regulation or market position. The majority of PINT’s assets
benefit from such protection.
3
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Power
& Utilities
29%
1
Energy utilities, water and
conventional power
Digital
Infrastructure
44%
1
Data centres, fibre
networks and towers
Renewables
&Energy
Efficiency
16%
1
Wind, solar, sustainable
waste and smart
infrastructures
Transport
& Logistics
9%
1
Ports, rail and road,
airports and e‑mobility
Net
working
capital
2%
WHY
INVEST IN PINT
CONTINUED
3. ACCESS TO
SECULAR TRENDS
PINT continues to develop
its diversified portfolio
across sectors that benefit
from secular tailwinds.
1. Proportion of NAV of £553 million at 31 December 2024.
Digitisation
Digital Infrastructure assets such as towers, fibre
and data centres have become the 21st century
utility assets, as data and connectivity have become
essential for a functioning economy, and have a key
role in driving the rollout of AI.
Decarbonisation
Investment into renewables has accelerated due to
energy security and climate change considerations,
and the ongoing decarbonisation of electric grids has
taken hold over the past five years.
Deglobalisation
Current trends in geopolitics favour opportunities in
the regional Transport & Logistics sector, as supply
chains follow ‘re‑shoring’ or ‘friendshoring’ trends.
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
WHY
INVEST IN PINT
CONTINUED
4. TARGETING CAPITAL
GROWTH AND INCOME
1. Second interim dividend of 2.1p per share declared in relation
to the year ended 31 December 2024. The Company is
paying a total dividend of 4.2p per share for the year ended
31 December 2024 and targets a progressive dividend.
2. Weighted aggregate last twelve months EBITDA is the
last twelve months EBITDA across all underlying Portfolio
Companies adjusted for PINT's % ownership at 31 December 2024,
and converted to GBP as necessary. Investments denominated in
foreign currency are converted using the 31 December 2024 spot rate.
118.1p per share
Net asset value (NAV) per share
4.2p per share
Dividends per share
1
£76m
Weighted aggregate LTM EBITDA
2
106.6p
20232022
98.9p
118.1p
2024
4p
20232022
2p
4.2p
2024
£59m
20232022
£41m
£76m
2024
The Company seeks to generate attractive risk‑adjusted
total returns for shareholders over the longer term.
These returns are made up of capital growth with a
progressive dividend, through the acquisition of equity
or equity‑related investments in a diversified portfolio of
infrastructure assets with a primary focus on developed
OECD markets.
The Company targets a NAV Total Return per share
of 8‑10% per annum.
PINT's portfolio benefits
from capital growth and
progressive dividend
returns.
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ANNUAL REPORT 2024
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PINT
AT A GLANCE
44%
Europe
38%
North America
2%
Net working capital
North America
CyrusOne
Cartier Energy
Calpine
Vantage Data Centers
Vertical Bridge
Netherlands
Delta Fiber
Fudura
United Kingdom
National Gas
Zenobē
Ireland
NBI
Spain
Primafrio
Germany/Austria
GD Towers
1. Proportion of NAV of £553 million at 31 December 2024.
Key:
DIGITAL INFRASTRUCTURE
POWER & UTILITIES
RENEWABLES & ENERGY EFFICIENCY
TRANSPORT & LOGISTICS
Nordic
GlobalConnect
16%
UK
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PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Introduction
I am pleased to present the annual report for Pantheon
Infrastructure Plc for the year ended 31 December 2024.
Amidst what remains a challenging market for infrastructure
investment companies, it is encouraging that the Company
has delivered NAV Total Returns significantly exceeding its
pre‑IPO target, which has been the case for both years the
Company has been fully invested.
At the year end, the Company’s NAV per share was 118.1p per
share. Accounting for dividends of 4.1p per share paid during
the year to 31 December 2024, this represents a NAV Total
Return of 14.3% since 31 December 2023, or 14.6% including
the positive NAV impact of share buybacks. Earnings per
share during the period were 15.4p per share.
Furthermore, the strong cash flow generation delivered from
the Portfolio leaves the Company in an improved liquidity
position and with a higher cash dividend cover than initially
forecast for the period. Further details of the Company's
dividend cover for the year can be found in the Investment
Manager's report on page 38. These developments are a
testament to the Company’s differentiated infrastructure
offering to investors and form the basis of a solid outlook
going forward.
Looking beyond the financial performance during the year,
it has been a particular source of excitement to note recent
developments in relation to the Company’s first expected
realisation, through the conditional disposal of Calpine to
Constellation Corporation. Alongside the Investment Manager,
the Board will be exploring with shareholders the intended
use of these proceeds in time.
Economic environment
The global economic environment continues to present
significant challenges for investors, and the outlook
remains uncertain. Most major economies continue to
struggle with weak growth, persistent inflation, an uncertain
interest rate outlook, and recently increasing bond yields, all
of which have an acute bearing on demand for infrastructure
investment products. Continued geopolitical tensions arising
from ongoing conflicts and the potential for trade wars have
not alleviated these concerns.
None of these factors are conducive to improving investor
sentiment, but in that context it is again reassuring to
see PINT’s relative resilience. It bears repeating that the
underlying characteristics of infrastructure investment and its
inherent downside protection make the asset class defensive
in nature.
Calpine realisation
We are naturally delighted to have seen the Company’s first
conditional realisation announced in relation to its investment
in Calpine, which was valued at c.£84 million at the year
end and represented c.15% of the Company's NAV. The sale
has been announced ahead of original expectations and
potentially at a material profit to entry cost for the Company.
The Board expects that the proceeds of the transaction will
be staggered over the coming years, and notes that the
transaction, once completed, will involve residual exposure
to shares in Constellation, a business that has benefited from
the same tailwinds that have propelled Calpine in the last
two years, but has however recently endured some share
price softening as part of a wider market correction in the US.
Further details in this regard are included in the Investment
Manager's report on page 37.
CHAIR'S
STATEMENT
It is encouraging that t he
Company has delivered
NAV Total Returns
significantly exceeding its
pre‑IPO target.
VAGN SØRENSEN
Chair, Pantheon Infrastructure Plc
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PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Calpine realisation continued
In addition, the Board recognises that exposure to nuclear
power assets, whilst in the circumstances not a breach
of the Company’s investment policy, which applies at the
point of original investment, may not be desirable for some
shareholders.
The Investment Manager continues to co‑ordinate closely
with the Sponsor, ECP, around the details of the sale, and the
Board looks forward to having greater clarity on the timing
and quantum of the proceeds from the transaction as the year
progresses. Thereafter, the Board will consider, alongside the
Investment Manager, what steps may be available to de‑risk
and unlock value sooner, and assess more thoroughly the
impact on the Company’s capital allocation as noted below.
Investor sentiment and discount
management
Amidst the current economic outlook, it continues to be a
challenging time for the investment trust sector, which is
characterised by sustained discounts to NAV, an inability
to raise new capital, and diminishing aggregate size due to
buybacks, tender offers and the actual or ongoing wind‑up
of a number of vehicles, either following strategic reviews or
discontinuation votes. For PINT we take some comfort that
the Company’s performance relative to much of the rest of
the infrastructure sector has been favourable, with share
price total return over the year of 11.5%. Nevertheless, the
Board remains conscious that the prevailing discounts to NAV
means that the share price does not fully reflect the value
within the Portfolio.
To date, the Board has announced a total commitment of
£18.4 million to share buybacks, equivalent to c.4‑5% of the
total shares issued since IPO (based on a buyback share
price range of 80‑90p). During the year ended 31 December
2024, the Company repurchased 4.0 million shares for a
consideration of £3.4 million, resulting in a NAV increase of
0.2p per share. In total, the Company has now repurchased
11.4 million shares for a total consideration of £9.2 million,
resulting in a NAV increase of 0.5p per share.
The Board continues to believe that share buybacks represent
an attractive use of shareholders’ capital where surplus
funds are available. The Company expects to receive the first
proceeds from the Calpine sale before the end of 2025, which
will provide the Company with additional funds to apply in
accordance with the Board's capital allocation policies, and will
take into account both the prevailing share price discount to
NAV and the desire expressed by many shareholders to see the
Company execute its original strategy of recycling proceeds
from realisations into new investment.
Portfolio performance and dividends
No new investment activity was undertaken during the year,
as the Company maintained its cautious approach around
the use of its RCF while equity markets remained closed.
However, strong Portfolio performance materialised from
valuation gains across a number of assets, which in turn
translated to a NAV Total Return for the year above our
pre‑IPO target. Valuation gains occurred across a number of
assets, most notably driven by the AI boom benefiting Calpine
and CyrusOne, but also with notable gains from GD Towers
and National Broadband Ireland.
CHAIR'S
STATEMENT
CONTINUED
£542 million
of assets invested or
committed
1
14.3%
NAV Total Return
4.2p per share
total dividends
declared for the year
1. This refers to the investment fair values and amounts committed as at 31 December 2024. Invested assets represent those that have reached financial close and have been, or are in the process of, being funded, and may include committed but
uncalled amounts reserved for follow‑on investments. As at 31 December 2024, £531.7 million was invested and £9.9 million was committed but not yet invested.
8
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Portfolio performance and dividends
continued
It has also been pleasing to see the increase in cash flow
from the Portfolio during the year. The Portfolio delivered
net cash flows of £21.3 million (31 December 2023:
£10.0 million), which contributed to increased dividend
coverage of 0.7x (31 December 2023: 0.3x), as detailed in
the Investment Manager's report on page 38. This again
represents an outperformance versus the approximate
guidance that was given as part of the previous year’s annual
and current year’s interim results, and is testament to the
approach taken to construct a portfolio that benefits from
both significant growth potential as well as an increasingly
dependable yield. We look forward with optimism to moving
towards full dividend cover in the near future, which will
materially depend on the final profile of the realisation of the
investment in Calpine.
The Company declared dividends in total of 4.2p per share
in relation to the year to 31 December 2024, reflecting a 5%
increase on the previous year. The Board acknowledges
the breadth of opinion in relation to the progression of the
dividend and intends to maintain an active dialogue with
shareholders around any future increases in the dividend
going forward.
Oversight of the investment
processandstrategy
In keeping with the Board’s desire to have visible oversight
of the investment process, we were delighted to again
join members of Pantheon’s team on a site visit to EQT’s
Head Office in Stockholm, Sweden, in September 2024 to
meet with the management team of Nordic fibre business,
GlobalConnect. The visit again provided the Board with
valuable insight into, and assurance regarding, the Investment
Manager’s relationships with Sponsors and understanding of
Portfolio Companies.
Regulatory environment
The Board was pleased to see the FCA’s forbearance in
respect of Key Information Document costs and the repeal of
the well‑intentioned but poorly executed PRIIPS legislation,
that has resulted in the damaging double counting of costs
for closed‑ended investment companies. It was however
a source of frustration that the industry was unable to
coalesce around a mutually agreeable approach that would
leverage the full benefit of the forbearance for the investment
trust sector, particularly given the challenges faced with
certain execution‑only platforms and the associated risk of
'de‑platforming'. The Board and the Investment Manager
continue to engage across the industry to seek that the
legislation's replacement, the Consumer Composite
Investment regime, is thoughtfully constructed and benefits
from the same momentum that resulted in the initial
forbearance.
Shareholder engagement
One of the key roles of the Board is to represent the interests,
needs and wishes of the Company’s shareholders. We remain
committed to maintaining open channels of communication
and to engaging with shareholders in a manner which they
find most meaningful, in order to gain an understanding of
their views.
Shareholder meetings have again taken place during the
year with the Investment Manager, but as Chair I believe it is
vitally important for the Board and I to hear views firsthand.
Alongside Patrick O'Donnell Bourke, as Chair of the Audit
and Risk Committee, I offered meetings to a number of
shareholders. Several of them accepted our offer and we
met to hear firsthand their concerns and wishes as major
stakeholders in the Company. It was reassuring to hear their
general satisfaction, discounts aside, with the performance
and strategy of the Company and their support for the
Investment Manager in continuing the objectives that were
set out at IPO.
The Board always welcomes contact with shareholders, so
if there are matters you wish to raise with us or if you would
like a meeting, please feel free to contact us at the registered
office or via the Company Secretary using the details on
page 135.
CHAIR'S
STATEMENT
CONTINUED
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Board composition
As notified to shareholders in last year’s annual results, I will
be stepping down at the Company’s upcoming AGM. After
a thorough search process for my replacement as Chair,
conducted by our Senior Independent Director, Anne Baldock,
the Board has determined to recommend the appointment of
Mr O’Donnell Bourke as the Company’s new Chair. With this
in mind, the Company was delighted to welcome to the Board
Tony Bickerstaff, after the year end, with the recommendation
that he be appointed as Mr O’Donnell Bourke’s successor as
Chair of the Audit and Risk Committee. Mr Bickerstaff brings
a wealth of experience to the Board and I wish him, the rest of
the Board and the Company well in the future.
The Board continues to be committed to both ethnic and
gender diversity in its composition, and expects this to be a
key consideration in its recruitment for a fifth director after I
step down in June. This process was commenced recently,
led by Ms Baldock, and is due to conclude ahead of the
Company's AGM in June.
Outlook
Looking forward, the opportunity for investing in
infrastructure remains clear. The challenge remains, certainly
within the confines of the investment trust sector, in unlocking
the capital to do so.
Investors need no reminding of the sustained and unwelcome
share price discounts to NAVs experienced across the sector
over the past 18 months. But the Board believes there are
clear reasons to be optimistic, notably including some recent
M&A in the sector, with a number of takeover acquisitions of,
or active bids for, investment companies or their portfolios,
at levels near or above their prevailing NAVs. In this vein, the
Board continues to be resolute in its view that any share price
discount to NAV is unjustified for the Company.
We continue to believe that an investment in PINT offers an
unrivalled exposure to an established portfolio of assets with
proven upside potential, in sectors benefiting from notable
tailwinds, meaningful yield and resilient downside protection.
The Portfolio is well positioned to perform robustly even if
economic factors change, including inflation, interest rates
and valuation discount rates, as evidenced by the sensitivity
analysis set out in the Investment Manager’s report on
page 41. Furthermore, portfolio diversification means the
Company does not carry material exposure to any single
sector‑specific risk, whilst its relatively concentrated nature
means investors still benefit substantially from the upside
potential inherent in specific companies or sectors it has
invested in, no better proven than by the contribution to
returns from Calpine over the last two years. As a result,
we look forward optimistically and with enthusiasm around
the Company’s prospects going forward.
Finally, from a personal perspective I would like to remark
how enjoyable an experience it has been to serve as
Chair during such an exciting period for the Company,
and I firmly believe the Company is greatly positioned to
deliver investors an access point to a uniquely exciting
opportunity set despite the obvious challenges that have
beset the market during my tenure.
Vagn Sørensen
Chair
31 March 2025
CHAIR'S
STATEMENT
CONTINUED
10
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ABOUT THE
MANAGER
Pantheon’s infrastructure experience
Since 2009, Pantheon has completed more than 230
infrastructure investments across primaries, secondaries
and co‑investments alongside more than 62 asset sourcing
partners, solidifying its position as one of the largest
managers investing in infrastructure. The global infrastructure
investment team managed c.$23.3 billion in AUM as at
30 September 2024.
Founded in 1982, Pantheon
has established itself
as a leading global
multi‑strategy investor
in private equity,
infrastructure and real
assets, private debt and
real estate.
1. As at 30 September 2024. This figure includes assets subject to discretionary
management or advice. Infrastructure AUM includes all infrastructure and real
asset programmes which have an allocation to natural resources.
2. Performance data as of 30 September 2024. Past performance is not
indicative of future results. Future performance is not guaranteed and a
loss of principal may occur. Performance data includes all infrastructure
co‑investments approved by the Global Infrastructure and Real Assets
Committee (GIRAC) since 2015, when Pantheon established its infrastructure
co‑investment strategy. Notional net performance is based on an assumed
average annualised fee of 1.5% of NAV.
Pantheon platform
$71bn
1
Funds under
management
>690
Institutional investors
globally
131
Investment
professionals
13
Global
offices
Pantheon private infrastructure
$23.3bn
1
AUM
230+
Investments
36
Investment
professionals
23 years
Average years' experience
of Investment Committee
Pantheon private infrastructure co‑investments
$4.5bn
Total
commitments
56
Total
investments
62
Asset sourcing
partners
12.6%
Notional
net IRR
2
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PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ABOUT THE
MANAGER
CONTINUED
Pantheon’s infrastructure experience
continued
Pantheon has extensive experience of and expertise in
primary, secondary and co‑investments, which are defined
as follows:
•
primary investments: involve a commitment to a newly
launched limited life blind‑pool fund managed by a
Sponsor seeking to exit improved businesses in the later
years of the fund term at a profit;
•
secondary investments: traditionally involve the purchase
of an interest in an established private fund or a portfolio
of companies from existing investors; and
•
co‑investments: afford the opportunity for investors to
invest alongside Sponsors in specific Portfolio Companies,
typically on a fee and carried interest‑free basis.
PINT focuses on gaining exposure to infrastructure assets via
co‑investments.
1. As at 30 September 2024. This figure includes assets subject to discretionary
management or advice. Infrastructure AUM includes all infrastructure and real
asset programmes which have an allocation to natural resources.
2. Pantheon internal data from 2015 to December 2024. Screened deal flow is
based on total value of transactions ($).
3. Total infrastructure co‑investment count and committed amount as of
September 2024, includes all Pantheon infrastructure co‑investments closed
or in legal closing.
4. Performance data as of 30 September 2024. Performance data includes all
consummated infrastructure co‑investments approved by GIRAC since 2015,
when Pantheon established its infrastructure co‑investment strategy.
Pantheon primary
fundsstrategy
Sponsors require
co‑investmentpartner
Pantheon co‑investment
strategy
AUM in primary commitments
since 2009
1
Co‑investment opportunities
screened since 2015
2
Committed across
56 co‑investment assets
•
Pantheon develops long‑term
relationships with top‑tier
Sponsors by investing in their
underlying flagship funds.
•
Sponsors consider Pantheon to be
a strategic partner, rather than a
direct competitor.
Sponsors may offer co‑investments
for the following reasons:
•
size of transaction;
•
manage concentration limits;
•
raise follow‑on capital; and
•
strengthen investor relationships.
•
Access to co‑investment assets,
typically on a no‑fee, no‑carry
basis.
•
Proven track record as a valuable
partner by providing scalable
capital and experience in complex
deals; speed and certainty of
deal execution within short time
frames.
•
Co‑investment track record has
produced notional net IRR to date
of 12.6%
4
.
$107bn
$4bn
$9bn
Committed across 56
co‑investment assets
3
12
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Share buybacks have been a common theme over the past
three years, and PINT has spent £9.2 million in total to date
buying back its own shares, delivering 0.5p of NAV gains
over 2023 and 2024 as a result. The buybacks may have
contributed to reducing discount volatility. However, against
the current backdrop of macroeconomic tailwinds, and
the resulting decrease in active investors, the sector has
nevertheless seen discounts prevail.
Looking forward, we continue to believe that share buybacks
should also be viewed in the context of capital allocation,
specifically to be considered as one of the competing uses of
capital such as making new investments, repaying leverage (if
any exists) and increasing distributions to shareholders.
The sale remains conditional on certain regulatory approvals,
and accordingly the final timing and quantum of the proceeds
are subject to change. However, the Company’s current
valuation of the asset, at a MOIC of 2.3x, is significantly ahead
of the returns originally foreseen in the investment case.
Additionally, the realisation timing, assuming completion
occurs as planned, is also expected to occur ahead of initial
expectations. Given recent trading performance and the
favourable performance of Calpine’s listed peer set over
the last two years (even despite recent volatility), it was not
unexpected that the Sponsor, ECP, had been exploring options
to realise value.
Increasing demand for AI is significantly driving the related
need for more data centres and base load power supply,
both sectors in which the Company is significantly invested.
However, the Company’s original basis for investing in these
sectors was underpinned by different factors – the growth of
cloud computing and the internet of things driving increased
data centre demand, and the need for stable base load power
to facilitate the decarbonisation agenda. The rapid emergence
of AI in the last two years has therefore been an additional
driver of returns.
Looking forward, we believe that the potential benefits of AI
are widespread, and that its continued adoption will be critical
for all organisations to not only thrive, but to survive.
Q&A WITH THE
INVESTMENT MANAGER
Will the investment in Calpine deliver on
your original investment case and was
the exit announcement unexpected?
Are you concerned about your exposure
to AI and whether it is an over‑hyped
thematic?
Given the discount to NAV, what is
yourapproach to capital allocation
andbuybacks?
Read more in the Investment Manager's
Report on page 37
Read more in the Chair's statement
on page 8
Read more about how AI is driving the
demand for data on page 20
13
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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Q&A WITH THE
INVESTMENT MANAGER
CONTINUED
We remain cautious about some areas of consumer‑linked
transportation. Looking at the past few years and the impacts
of COVID‑19, it’s clear that although an area of interest,
investment in airports requires a very disciplined approach.
Digital infrastructure also faces a confluence of challenges
to sustain the levels of growth witnessed in recent years.
These include competition for scarce resources such as
power, materials, and labour. Some parts of the fibre sector
in particular are also facing obstacles, and we expect that
more consolidation will be needed across the smaller 'altnets'
in the near future.
Fundraising volumes are a key determinant of future
transaction activity that underpins long‑term exit assumptions.
Infrastructure fundraising over the last two years has
dipped following consecutive record highs in 2021 and 2022.
We do not expect a dramatic change in fundraising in 2025,
even with a significant uptick in M&A volumes potentially
returning capital to investors. However, we do anticipate
more interest in the mid‑market segment. This part of the
market has demonstrated better value‑add capabilities,
and that is proving attractive to investors looking for
differentiated opportunities.
We also believe there will be an increased focus on strategies
delivering yield, and a further potential catalyst is inflation,
increases in which could result in higher allocations to
infrastructure as an inflation‑hedge. These trends may be
dependent on US policy under the new administration.
Infrastructure investments can inherently be a hedge against
inflation, with cash flows often linked directly to inflation
indices, providing long‑term steady returns and relatively
low volatility in times of market dislocation.
If there is renewed inflation, we expect that allocation
preferences may be tilted towards core holdings that benefit
more expressly from the linkage (e.g. assets with subsidies
or regulated revenues). Certain recent fiscal policies in the
US (tariffs), as well as in the UK (increased employer’s NI),
appear to us to have the potential to be inflationary.
What are you expecting for the
infrastructure fundraising environment
this year?
What would be the impact of the return
of high inflation on the infrastructure
sector?
Are there any infrastructure
sub‑sectors you are concerned about?
Read more about markets on page 15
Read more about markets on page 16Read more about markets on page 18
14
PAN THE ON INFRASTRUCTURE PLC
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OUR
MARKET
Uncertainty in the global macro economy continues
to demonstrate the resilience of the infrastructure
asset class.
PINT has constructed a diversified, high‑quality
infrastructure portfolio with a strong growth focus.
The Company’s focus on core‑plus investments,
which are typically, but not always, expected to
be held for five to seven years, targets higher
returns by leveraging value creation opportunities
through development, expansion and optimisation
of infrastructure assets. This differentiated focus
results in a portfolio which behaves differently to
key macroeconomic variables, relative to other
established infrastructure investment strategies.
Infrastructure continues
to demonstrate resilience
against a challenging
macroeconomic backdrop.
Core‑plus infrastructureRiskKey macro themes PINT portfolio
Key:
D
INFRASTRUCTURE DEBT
C
CORE INFRASTRUCTURE
R
RENEWABLES
C
CORE-PLUS INFRASTRUCTURE
HIGHER RISK
MEDIUM RISK
LOWER RISK
INFLATION
Higher inflation, and in some cases contractual
pass‑throughs or linkages, have resulted in
increased revenues and earnings for many
assets.
Around 80% of PINT’s
Portfolio Company revenues
benefit from some form of
escalation, which can provide
protection during periods of
rising inflation.
In 2024, inflation moderated, but
the outlook is less clear and inflation
has proven to be 'sticky' in some
geographies.
D C R C
DISCOUNT RATES
Core‑plus assets are less sensitive to increasing
risk‑free rates as they have higher initial
discount rates applied, making any increases
proportionately less significant than sectors
with lower initial discount rates.
The Company had an
aggregated WADR of 13.6% at
the year end, demonstrating
strong growth potential in a
high interest rate environment.
Upward pressure on discount
rates from volatility in risk‑free rates.
ENERGY PRICES
Power‑generation assets with merchant price
exposure continue to face challenges in
a volatile energy market.
Limited merchant price
exposure due to underwriting
focus on 'contracted only'
downside returns.
Energy markets have been volatile
since Russia's invasion of Ukraine,
which has had a knock‑on effect on
certain types of infrastructure assets.
INTEREST RATES/LEVERAGE
Capex‑heavy users of RCFs and companies
without entirely hedged debt have been
impacted by high interest rates.
High future refinancing rates can lead to lower
enterprise valuations, particularly for select
growth‑oriented sectors.
Historic debt financing on
favourable terms, hedging and
availability of longer‑term fixed
debt provide a good degree
of downside protection.
Post‑Covid inflation surge led to
dramatic increase in interest rates
as central banks sought to curtail
inflation.
D C R C
D C R C
D C R C
POLITICAL RISK
Core‑plus strategies have a lesser focus on
assets underpinned by regulated or public
sector revenues, which are susceptible to
regulatory/political intervention.
PINT's diversified strategy
results in lower exposure to
public subsidies and regulated
business, limiting the
potential impact from political
intervention.
Current political environment has
increased the threat of rollback
on environmental pledges and
regulatory interventions.
D C R C
15
PAN THE ON INFRASTRUCTURE PLC
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OUR
MARKET
CONTINUED
Against this backdrop, competition for assets has intensified, with allocations to infrastructure increasing and new participants entering the market in specialised sub‑sectors.
Increased competition in the market has necessitated a focus on maintaining a disciplined and selective investment approach.
1. Source: Inframation, based on greenfield and brownfield transactions from 2015 to 2024 as of February 2025.
2. Infrastructure capital raised per year from Preqin as of January 2025. For funds that have not held a final close, interim fund sizes have been used instead. ‘Other’ includes infrastructure strategies such as infrastructure secondaries, fund of funds,
distressed and debt strategies.
3. Infrastructure AUM and unrealised value from Preqin as of March 2024, inclusive of all infrastructure strategies.
$1.3 trillion+
AUM in the private infrastructure
marketgrew to $1.3 trillion+ in 2024
~11%
projected CAGR
between 2023 and 2029
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
351
371
576
553
893
429
574
755
742
864
North America Europe
Asia & RoW
2015
2016
2017
2018
2019
2020
2021
2022
2023
H1
2024
Core Core-Plus Other
Value-add/Opportunistic
86
125
129
143 143
165
209
191
129
113
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Dec
2023
Mar
2024
Unrealised value
Year-end dry powder
401
519
644
719
839
913
1,087
1,243
1,378
1,392
INFRASTRUCTURE
FUNDRAISING ($BN)
2
INFRASTRUCTURE
MARKET AUM ($BN)
3
DEAL ACTIVITY BY
GEOGRAPHY ($BN)
1
16
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR
MARKET
CONTINUED
Modern infrastructure
Hydrogen
transmission
Renewables
Grid battery
storage
EV charger
Smart meter
District heating
Small cells
Towers
Data centres
Fibre
Temperature
sensitive logistics
Electric
buses
Transport & Logistics
Power
Deal activity by sector ($bn)
1
1. Source: Inframation, based on greenfield and brownfield
transactions from 2015 to 2024.
Upward trends in deal activity and improving investor sentiment
provide a positive backdrop forfuture growth.
Renewables & Energy Efficiency
Telecoms
'15
10
'20
96
'16
8
'21
116
'17
35
'22
145
'18
55
'23
116
'19
38
'24
192
'15
69
'20
69
'16
76
'21
77
'17
77
'22
86
'18
95
'23
82
'19
77
'24
105
'15
154
'20
311
'16
169
'21
397
'17
200
'22
376
'18
261
'23
428
'19
282
'24
413
'15
97
'20
73
'16
105
'21
139
'17
92
'22
229
'18
142
'23
97
'19
134
'24
116
17
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
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OUR
MARKET
CONTINUED
Digital Infrastructure Power & Utilities
What we like
Hyperscale data centres
Mobile towers
Wholesale fibre
Concerns
Fibre‑to‑the‑home
overbuild
Asset‑light/Tech risk
Debt‑funded growth
What we like
Regulatory capital growth
Power market diversification
Energy transition
Concerns
Political interference
Terminal value
De‑leveraging
Key sector themes
•
Sustained increase in demand due to global trends
requiring major increase in data/connectivity (remote
working, gaming, AI, streaming, videos etc.).
•
Labour and supply chain shortages/issues are
impacting certain build‑out and development projects.
Key sector themes
•
The role of hydrogen has the potential to be significant
in energy transition, which impacts utilities such as gas
transmission and distribution companies.
•
Revenues tend to be inflation‑linked, which is highly
beneficial in the current market environment.
•
High demand and lack of supply in the market have
driven asset prices up.
Sub‑sectors
Data centres
Towers
Fibre
Telecommunications services
Sub‑sectors
Transmission and distribution
Power generation
District heating and cooling
Water utilities
Gas utilities
Metering
Utilities services
Power services
Strong tailwinds including revenue drivers
and asset resilience. Modest capital structure risk.
Neutral risk associated with an economic downturn
from a revenue, capital structure or valuation perspective.
Potential headwinds associated with asset
growth, capital structure risks, valuation concerns.
Possesses traits of
all three categories.
Key
PINT
portfolio
1
:
44%
PINT
portfolio
1
:
29%
1. As of 31 December 2024, the NAV was £553 million, including £531.7 million
in portfolio assets and £21.8 million of net working capital, equivalent to 2%
of NAV.
The way in which societies
and economies function
over time is changing,
which creates new long‑
term tailwinds for the
sectors that serve them.
PINT's portfolio has been
constructed to include
markets with favourable
tailwinds which should
provide sustainable returns
to shareholders.
18
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
OUR
MARKET
CONTINUED
Renewables & Energy Efficiency
Transport &Logistics Social Infrastructure
What we like
Long‑term contracts
Smart metering
Operational platforms
Concerns
Development platform
valuations
Asset‑lite/Tech risk
Merchant prices
What we like
Modal shift
Electrification
Post‑Covid efficiencies
Concerns
GDP‑linkage
Capital structures
Carbon intensity
What we like
Availability cash flows
Inflation linkage
High margins
Concerns
Reputational risk
Concession hand back
Contractor default
Key sector themes
•
Governments and supranational organisations globally
are prioritising climate change issues and clean energy,
leading to tangible targets for many organisations.
•
Infrastructure supporting the development of energy
transition is still underdeveloped in areas such as the
electric grid/EVs; further investment in this sector is in high
demand. However, the process to build/transition relevant
assets is comparatively slow.
Key sector themes
•
Increased demand for cleaner modes of transport in line
with aforementioned global trends.
•
Nearshoring or 'friendshoring' of supply chains.
•
Increasing leisure travel trends.
Key sector themes
•
Growth in life sciences, medical services and research,
and an ageing population are driving demand for
infrastructure in this sector.
•
Challenges include the lack of tangible current deal
flow, and limited relative attractiveness due to pricing,
which has meant PINT has not made any social
infrastructure investments to date.
Sub‑sectors
Solar
Wind
Renewable services
Energy efficiency
Biomass
Energy from waste
EV charging
Battery storage
Sub‑sectors
Rail
Airport and aviation
Ports and shipping
Logistics
Roads
Transportation services
Cold storage
Bus networks
Sub‑sectors
Waste management
Healthcare services
Governmental
Recreational
Hospitals and care homes
Student accommodation
Education
PINT
portfolio
1
:
9%
PINT
portfolio
1
:
0%
PINT
portfolio
1
:
16%
Strong tailwinds including revenue drivers
and asset resilience. Modest capital structure risk.
Neutral risk associated with an economic downturn
from a revenue, capital structure or valuation perspective.
Potential headwinds associated with asset
growth, capital structure risks, valuation concerns.
Key
Possesses traits of
all three categories.
19
PAN THE ON INFRASTRUCTURE PLC
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HOW AI IS DRIVING
DEMAND FOR DATA
Introduction
The recent emergence of Artificial Intelligence (AI) has
proven a significant tailwind benefiting many of the
investments in the Company’s portfolio, notably those in
the Digital Infrastructure and Power & Utilities sectors.
This section details what AI is and how the growth of it is
translating into PINT’s strong performance.
AI is a machine‑based system that can, for given
objectives, make predictions, recommendations or
decisions influencing real or virtual environments.
The AI market has experienced significant growth in
recent years, with the global AI market estimated to
be worth $298 billion in 2024 and projected to grow to
$795 billion by 2027
2
.
Before the end of the decade, a
majority of enterprises are expected to have adopted AI
tools, driving greater digital infrastructure demand. As
a result, the global outsourced hyperscaler data centre
market is projected to increase at a c.20% CAGR for the
next eight years given the combination of projected AI
and cloud demand
1
.
Forecast growth from AI and cloud
2
($bn) Projected AI adoption and market size
2
(%)
2022
76
127
299
2025 2030
17 27 35
2
32
Cloud demand (GW) GenAI demand (GW)
Global hyperscaler market size ($bn)
Q1 2023 Q1 2024 2024 2025 2027
11%
65%
78%
91%
100%
AI adoption rate
AI market size ($bn)
795
421
298
1. Altman Solon, Structure Research Global Colocation Report, RBC, JLL,
Cowen and Company Research Report.
2. Company websites.
Generative AI key applications
AI adoption is on the rise as governments, corporations
andindividuals worldwide evaluate its potential impact.
Generative AI can automatically generate texts, software,
code, images, videos, audio and other new content in
response to written prompts. The systems are trained on data
from publicly available online content and generate outputs by
identifying and replicating common patterns.
A large number of generative AI tools have been developed
over the past decade, enabling users to improve productivity,
creativity and decision‑making processes.
Examples of text, image, video and audio generative AI
tools include:
Gen AI tools
2
Free
access plan
Subscription
cost per month
Enterprise service
(pricing can vary)
ChatGPT (OpenAI) ✓ $20.00 to $200.00 ✓
DALL·E 3 (OpenAI) ✓ $20.00 to $200.00 ✓
CoPilot (Microsoft) ✓ $20.00 to $200.00 ✓
Llama (Meta) ✓ Free ✓
Gemini (Google) ✓ $22.80 ✓
Claude (Anthropic) ✓ $18.00 to $30.00 ✓
Runway ✓ $12.00 to $76.00 ✓
Boomy ✓ $14.99 to $39.99 ✓
20
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HOW AI IS DRIVING
DEMAND FOR DATA
CONTINUED
Generative AI key applications continued
AI technology has transformed various industries, driving
efficiency, innovation and cost reduction. Retail and
e-commerce companies leverage AI to create personalised
shopping experiences and streamline inventory management.
In healthcare, cognitive technologies are used to support
health data analytics and diagnostics. The financial sector
uses AI to improve risk management, enhance security and
automate customer services. In manufacturing, AI tools are
used to analyse large volumes of data from production lines to
improve quality and reduce downtime. The emerging market
for technology services relating to AI, including generative AI,
could be worth more than $200 billion by 2029
1
. The potential
benefits are significant – enterprises that implement a
comprehensive, long‑term AI transformation strategy are
expected to realise two to three times more value compared
to those that have only adopted cloud services
1
.
Key reasons for generative AI adoption in 2023 vs. 2024
2
(%)
Expedite process Reduce cost Improved results Enhance innovation Improve decision making
73%
88%
55%
68%
54%
58%
55%
54%
46%46%
2023
2024
Globally, governments are driving the AI agenda through
public funding, legislation frameworks, research
collaborations and infrastructure development, including US,
UK and EU, regions in which PINT is invested in. Just recently,
the UK Government announced the AI Opportunities Action
Plan, a strategic initiative backed by leading technology
firms, some of which have collectively committed £14 billion
towards various projects. Shortly after, US President Donald
Trump issued an Executive Order to enhance the US's global
AI dominance and promote economic competitiveness.
AI‑focused government initiatives are expected to eliminate
barriers to and accelerate sector growth, foster innovation,
enhance public service efficiency and position AI as a key
driver to global economic growth. The increasing prevalence
of AI opens up new opportunities rather than threatens
traditional patterns of work.
Challenges and regulations
The development of AI raises ethical challenges that require
careful regulation.
The advancement of AI technology raises ethical concerns,
including the use of personal data, the potential for biased
outputs, the dissemination of misleading information and the
creation of fake or altered material, ensuring accountability
remains a critical challenge as technologies continue to
evolve.
The European Union introduced the EU AI Act, its landmark
regulatory framework in August 2024, and marked the first
major compliance milestone in early 2025. Certain types
of AI systems are prohibited while high‑risk AI systems are
regulated under the new legislation, and non‑compliance
penalties can reach up to $36 million (€35 million) or 7% of
global turnover.
1. Tech services and generative AI: Plotting the necessary reinvention,
McKinsey & Company.
2. Putting Generative AI to Work 2024: From proof of concept to the future of
work, Altman Solon. Global survey responses, 2023 n=244, 2024 n=257.
21
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HOW AI IS DRIVING
DEMAND FOR DATA
CONTINUED
Data centre and power demand
AI growth is acting as a substantial tailwind for data centre
developers and baseload power generators.
The rapid growth of AI and cloud computing is driving
unprecedent demand for data centres, leading to a potential
supply deficit. Research shows that the demand for AI‑ready
data centre capacity is expected to increase at an average
rate of 33% a year between 2023 and 2030
1
. This suggests
that c.70% of total demand for data centre capacity will be
for data centres equipped to host advanced AI workloads by
2030, and generative AI will account for c.40% of the total
1
.
Global demand for data centre capacity in 2023 was 55GW
and is projected to grow at a CAGR of between 19% to 27%,
reaching as much as 298GW by 2030
1
.
1. AI power: Expanding data center capacity to meet growing demand,
McKinsey & Company.
2. As generative AI asks for more power, data centers seek more reliable,
cleaner energy solutions, Deloitte.
3. DOE Releases New Report Evaluating Increase in Electricity Demand from Data
Centers, US Department of Energy.
Data centres' electricity consumption by 2030
2
(%)
Low-range scenario
2030 171GW
2023
55GW
2023
55GW
2023
55GW
219GW
298GW
2030
CAGR
2030
Mid-range scenario Upper-range scenario
+19%
CAGR
+22%
CAGR
+27%
2022 2025P 2026P 2030P
Data centres electricity consumption (TWh)
Percentage of global electricity consumption
0
200
400
600
800
1,000
1,200
0.0%
1.0%
0.5%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
Over the past two years, average power densities have more
than doubled from 8kW to c.20kW per rack. With the growing
demand for generative AI and high‑performance computing,
the average power density is expected to increase to between
c.30kW and c.50kW per rack by 2027, and global data
centre electricity consumption, accounting for continuous
improvements in AI and data centre processing efficiency,
is expected to increase from 300 TWh in 2022 to c.1,000 TWh
by 2030
1 ,2
. Training models like ChatGPT can consume more
than 80kW per rack, and Nvidia’s latest chip combined with
its servers may require power densities of up to 120kW per
rack
1
.
Significant upgrades to the legacy mechanical and
electrical systems in existing data centres will be required to
accommodate the increasing demand for higher rack density.
Grid power supply remains the key bottleneck in growing
global date centre capacity. Data centres consumed 1.3% of
global electricity in 2022, with demand expected to rise to
3.7% by 2030. In the US, data centres accounted for 4.4%
of total electricity consumption in 2023, with projections
indicating an increase to between 6.7% and 12.0% by 2028
3
.
As hyperscalers across the globe pursue decarbonisation
targets, the power market has seen gradual retirement
of coal‑fired power plants, which traditionally provided
consistent baseload generation, and a surge in renewable
energy adoption. However, given that renewable energy
production is intermittent in nature, there is an increasing
reliance on flexible gas generation and battery storage
systems to ensure grid reliability, which will only become more
acute with load growth driven by data centres.
Emerging players and market outlook
Deepseek launched its R1 model on 20 January 2025, closing
the performance gap with OpenAI’s GPT-4 on legacy GPUs.
Deepseek, a Chinese‑based AI startup, developed its
innovative R1 model using innovative software techniques
and legacy GPUs, achieving significant reductions in both
training and inferencing costs. The software takes a selective
activation approach which only activates a small fraction
of the models’ parameters for any given tasks, resulting in
significantly lower computational costs. Additionally, the
models learn through trial and error instead of supervised
fine‑tuning, which allows them to develop more sophisticated
reasoning abilities and adapt to new scenarios more
effectively.
Global demand for data centre capacity by 2030
1, 2
(GW)
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HOW AI IS DRIVING
DEMAND FOR DATA
CONTINUED
1. AI power: Expanding data center capacity to meet growing demand, McKinsey & Company.
Emerging players and market outlook
continued
While questions remain around DeepSeek’s fully‑loaded
cost of developing the model, including data collection,
model development and deployment and monitoring, and
the infrastructure on which the model was trained, the next
level of evolution in the AI theme is likely to shift from the
infrastructure layer to the application layer. The emergence of
DeepSeek’s R1 model could encourage major market players
to increase their research and development spending in order
to maintain their lead in AI capability.
The emergence of DeepSeek has prompted investors to
reassess the capital investment required to scale the AI
industry. The data centre sector has been struggling to meet
the overwhelming demand for capacity, and if the emergence
of DeepSeek and its innovative software techniques were
to reduce the market demand, it could ease sector‑wide
pressure to meet unsustainable capacity growth expectations.
While a more efficient training model may reduce the need
for large‑scale AI training campuses, low latency data
centres, which are required to run cloud computing‑based,
AI‑powered software, could benefit from a boom of AI‑based
applications. It is worth noting that even without increased
demand for AI‑focused facilities, global data centre
demand is still expected to grow by 16% annually in the
next five years
1
.
PINT’s portfolio
Around 30% of PINT’s portfolio is invested in data centre and
energy & utilities assets, which continue to capitalise on the
strong cloud and AI tailwinds.
Data centres are the physical facilities that host and support
the physical severs and systems which enable organisations
to run applications and store data. The operators typically
provide the physical space, temperature control systems,
electrical systems and associated capex costs in exchange for
rent from tenants. PINT has invested in CyrusOne alongside
KKR and Vantage Data Centers alongside DigitalBridge:
• CyrusOne is the third‑largest data centre platform in
the US, and has 55 data centres under operation that
provide colocation, hyperscale and build‑to‑suit services,
as well as more than 50 data centres in development.
The company serves c.1,000 clients, including c.200
Fortune 1000 companies.
• Vantage Data Centers operates across 35 campuses in
21 markets, providing wholesale services for major cloud
as well as enterprise customers, with an expected total IT
capacity of over 1.5GW.
Both investments continue to benefit from AI tailwinds and
increased exposure to the hyperscale segment. Hyperscale
contracts typically have up to c.ten‑year contract terms
with high visibility of cash flows as power costs are passed
through to customers, providing strong downside protection.
PINT is also invested in Calpine, the largest US producer of
energy from natural gas generation. Over the past few years,
Calpine has significantly benefited from the surge in power
demand in the US partly driven by AI‑related growth. Despite
volatility in the energy market over the past two to three
years, the company has maintained robust cash flows.
23
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PORTFOLIO
PINT has constructed a diversified global portfolio with
a focus on developed market OECD countries, with all
investments currently in Western Europe and North America.
Over the medium term, the Investment Manager expects,
in line with the initial prospectus, the composition of the
Portfolio to include investments in the following sub‑
sectors: Digital Infrastructure, Power & Utilities, Transport &
Logistics, Renewable & Energy Efficiency and Social & Other
Infrastructure.
As at 31 December 2024, the Company had a total of
£541.6 million invested or committed across 13 investments.
The Portfolio is diversified across sectors and geographies,
and the Investment Manager believes that it is well positioned
to withstand any external market challenges. The investments
typically benefit from defensive characteristics including
long‑term contracted cash flows, inflation protection and
robust capital structures.
Seven investments are in Digital Infrastructure, representing
44% of NAV, across the data centre, towers and fibre
sub‑sectors. Three investments, representing 29%, are in the
Power & Utilities sector including: gas transmission, district
heating and electricity generation. Two investments are in
Renewables & Energy Efficiency (16%) and the remaining
investment is in Transport & Logistics (9%). The largest
geographical exposure is in Europe (44%), with the remaining
exposure in North America (38%) and the UK (16%). Net
working capital reflected 2% of NAV at 31 December 2024.
NAV pence per share movement
(yearto31December 2024)
The NAV increased over the year by 11.5p per share (year
to 31 December 2023: 7.7p per share), after adjusting for
the dividends paid of 4.1p per share over the year (year to
31 December 2023: 3.0p per share). The movement in the
year was principally driven by fair value gains of 17.5p per
share (year to 31 December 2023: 12.0p per share), partially
offset by foreign exchange movements of (1.1)p per share
(year to 31 December 2023: (3.0)p per share), attributable
principally to the weakening of EUR during the period, which
was offset by a 1.2p per share movement from the foreign
exchange hedging programme (year to 31 December 2023:
2.6p per share).
Share buybacks contributed 0.2p per share (year to
31 December 2023: 0.3p per share), with a reduction of 2.2p
per share (year to 31 December 2023: (1.9)p per share) related
to fund operating and financing expenses, resulting in a
closing NAV of 118.1p per share. This excludes the impact of
the second interim dividend for the year to 31 December 2024
of 2.1p per share, which is to be paid on 22 April 2025.
INVESTMENT
MANAGER'S REPORT
31 December
2023
Fair value
gains
Foreign
exchange
movement
Foreign
exchange
hedge
Expenses
1
Share
buybacks
Dividends
paid
31 December
2024
106.6p
17.5p
1.2p
0.2p
(1.1)p
(2.2)p
(4.1)p
118.1p
1. Expenses include operating and capital expenses.
NAV PENCE PER SHARE MOVEMENT
24
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
PORTFOLIO CONTINUED
13.6%
Weighted average
discount rate
35%
Weighted average
gearing
79%
Weighted average
hedged debt
£76m
Weighted aggregate
EBITDA
December
2023:
13.6%
December
2023:
36%
December
2023:
77%
December
2023:
£60m
Weighted average
discount rate of 13.6% is
based on the discount
rate of each Portfolio
Company investment
at 31 December 2024,
weighted on an
investment fair value
basis (excluding undrawn
commitments), across all
13 investments.
Weighted average gearing
is calculated by reference
to the ratio of total hedged
debt relative to total net
debt of each Portfolio
Company, weighted
across all 13 investments.
Weighted average
hedged debt calculated
by reference to ratio of
hedged debt relative
to net debt of each
Portfolio Company.
Weighted aggregate
EBITDA is based on the
annual EBITDA of each
Portfolio Company for the
year ended 31 December
2024, weighted by PINT’s
ownership of underlying
Portfolio Companies and
converted to GBP as
necessary.
25
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PORTFOLIO CONTINUED
Portfolio: movements in the year
INVESTMENT
MANAGER'S REPORT
CONTINUED
Investment Region Sponsor
Portfolio value
31 December
2023
(£m)
Drawn
commitments
(£m)
Distributions
(£m)
Asset
valuation
movement
(£m)
Foreign
exchange
movement
(£m)
Portfolio value
31 December
2024
(£m)
Undrawn
commitments
31 December
2024
(£m)
Allocation of
foreign
exchange hedge
movements
(£m)
Portfolio
Investment
Return for
year ended
31 December
2024
(£m)
Primafrio Europe Apollo 47.0 0.1 — 3.7 (2.0) 48.8 0.4 2.4 4.1
CyrusOne North America KKR 26.6 3.8 — 8.4 0.8 39.6 — (0.9) 8.3
National Gas UK Macquarie 47.4 — (5.7) 4.6 — 46.3 — — 4.6
Vertical Bridge North America DigitalBridge 27.3 — — (1.9) 0.5 25.9 — (0.6) (2.0)
Delta Fiber Europe Stonepeak 24.8 1.5 — 2.2 0.5 29.0 0.1 — 2.7
Cartier Energy North America Vauban 31.3 — — 0.2 0.6 32.1 — (0.6) 0.2
Calpine North America ECP 55.9 — (9.6) 36.0 1.2 83.5 — (1.7) 35.5
Vantage Data Centers North America DigitalBridge 26.3 0.9 — 3.4 0.5 31.1 — (0.6) 3.3
Fudura Europe DIF 46.2 0.2 — 4.6 (2.2) 48.8 1.3 2.7 5.1
National Broadband Ireland Europe Asterion 47.4 — (4.9) 6.4 (2.3) 46.6 2.8 2.7 6.8
GD Towers Europe DigitalBridge 38.0 0.1 (1.1) 7.6 (1.9) 42.7 2.4 2.3 8.0
GlobalConnect Europe EQT 20.3 — — 1.2 (0.9) 20.6 — — 0.3
Zenobē UK Infracapital 33.2 — — 3.5 — 36.7 2.9 — 3.5
Grand total 471.7 6.6 (21.3) 79.9 (5.2) 531.7 9.9 5.7 80.4
Key:
DIGITAL INFRASTRUCTURE
POWER & UTILITIES
RENEWABLES & ENERGY EFFICIENCY TRANSPORT & LOGISTICS
26
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
A B C D
Investment Region Sponsor
Drawn
commitments
(£m)
Distributions
(£m)
Valuation
31 December
2024
(£m)
Allocation of
foreign exchange
hedge movements
(£m) MOIC
1
Primafrio Europe Apollo 39.2 — 48.8 2.6 1.3x
CyrusOne North America KKR 24.6 — 39.6 (1.9) 1.5x
National Gas UK Macquarie 40.8 5.7 46.3 — 1.3x
Vertical Bridge North America DigitalBridge 23.8 1.2 25.9 (1.3) 1.1x
Delta Fiber Europe Stonepeak 22.8 — 29.0 — 1.3x
Cartier Energy North America Vauban 33.2 — 32.1 (1.0) 0.9x
Calpine North America ECP 45.5 21.2 83.5 0.2 2.3x
Vantage Data Centers North America DigitalBridge 29.9 — 31.1 2.0 1.1x
Fudura Europe DIF 38.4 — 48.8 2.7 1.3x
National Broadband Ireland Europe Asterion 43.5 4.9 46.6 3.2 1.3x
GD Towers Europe DigitalBridge 39.3 2.1 42.7 2.7 1.2x
GlobalConnect Europe EQT 19.0 — 20.6 — 1.1x
Zenobē UK Infracapital 32.1 — 36.7 — 1.1x
Grand total 432.1 35.1 531.7 9.2 1.3x
PORTFOLIO CONTINUED
Portfolio: inception to date
1. Multiple on invested capital. MOIC is calculated as the sum of columns B, C and D, divided by column A.
Key:
DIGITAL INFRASTRUCTURE
POWER & UTILITIES
RENEWABLES & ENERGY EFFICIENCY TRANSPORT & LOGISTICS
27
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
0
1.0x
Dec 2023Sep 2023Jun 2023Mar 2023Dec 2022Sep 2022Jul 2022Apr 2022Dec 2021
1.2x
1.4x
1.6x
1.8x
2.0x
2.2x
2.4x
MOIC
Investment date
Vertical
Bridge
National
Broadband
Ireland
GD
Towers
Zenobē
Delta
Fiber
Global
Connect
Cartier
Energy
CyrusOne
Calpine
Above plan On plan Below plan
Vantage
Data
Centers
National
Gas
Fudura
Primafrio
INVESTMENT
MANAGER'S REPORT
CONTINUED
MULTIPLE ON INVESTED CAPITAL
PORTFOLIO CONTINUED
Size of bubbles denote proportion of Portfolio corresponding to each investment. Relative performance assessed on Pantheon view based on current Sponsor return expectations.
28
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
NORTH
AMERICA
£40m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
EUROPE
£49m
PINT NAV
31 December 2024
1.3x
MOIC
31 December 2024
1.5x
MOIC
31 December 2024
TRANSPORT
& LOGISTICS
Primafrio
www.primafrio.com
Specialised temperature‑controlled transportation
and logistics company in Europe primarily focused
on the export of fresh fruit and vegetables from
Iberia to Northern Europe.
Investment thesis and value creationstrategy
1
•
Niche market leader providing an essential service to resilient end
markets. The company has demonstrated strong organic growth
over a 15+ year operating history, including during major economic
dislocations (2008‑2009 global financial crisis and 2020‑2021
Covid‑19). The essential nature of Primafrio’s market and its operations
provide strong downside protection.
•
Value creation opportunities include inorganic growth, strategic
M&A and continued investment in Primafrio’s cold storage logistics
infrastructure footprint.
Performance update
Primafrio experienced a good year after an initially challenging trading
environment in key European markets after acquisition. Total volumes
increased along with a recovery in margins after falling fuel costs and
management's efforts to reduce the company’s leasing costs. The
company also celebrated the opening of a new facility in Belfort, France,
and expects others to follow soon. Management expect the full earnings
impact of new facilities to flow through to the company gradually given
the uncontracted nature of the business. The company will continue
its focus in the coming year on reducing fixed costs and delivering new
growth opportunities in line with the original underwriting plan.
CyrusOne
www.cyrusone.com
Operates more than 50 high‑performance data
centres representing more than four million sq ft
of capacity across North America and Europe.
Investment thesis and value creationstrategy
1
•
Growth in data usage continues to drive data centre demand.
In particular, the hyperscale segment represents a strong growth
opportunity due to increasing cloud adoption and increasingly
data‑heavy technologies (5G, AI, gaming, video streaming).
•
Benefits from defensive characteristics such as long‑term contracts
with a largely investment grade credit quality customer base, price
escalators and limited historical customer churn.
Performance update
CyrusOne’s excellent performance since entry continued with the
company benefiting considerably from AI‑related tailwinds. The strong
demand for data centre capacity continues to support highly favourable
pricing for established developers, making for a favourable trading
environment. The focus of management is now on ensuring sufficient
availability of power and capital to meet increased demand. The company
is exploring a number of strategic relationships with large energy
providers, called the remainder of the initial equity commitment during
the year, and agreed a material new warehousing credit facility to ensure
funding for continued rollout.
PINT'S PORTFOLIO
21.03.22
Date of commitment
28.03.22
Date of commitment
29
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
UK
£46m
PINT NAV
31 December 2024
POWER &
UTILITIES
National Gas
www.nationalgas.com
The owner and operator of the UK’s sole gas
transmission network, regulated by Ofgem, and an
independent, highly contracted metering business.
Investment thesis and value creationstrategy
1
•
Stable inflation‑linked cash flows with returns positively correlated to
inflation, therefore benefiting from recent period of high inflation.
•
Strong downside protection; regulatory framework allows for the
recovery of costs and a minimum return on capital. The company also
holds a monopolistic position through sole ownership of the UK’s gas
transmission network.
•
Significant growth opportunity. The transmission system is expected to
play a leading role in any future transition from natural gas to hydrogen.
The company hopes to support the expansion of hydrogen’s role in the
energy mix while working closely with the government and Ofgem to
maintain security of supply.
Performance update
National Gas continues to operate its existing regulated asset base
effectively and in December 2024 submitted its business plan for the
RIIO GT3 price control period for the methane network.
This will cover the pricing control period for 2026‑2031 and consultation will
now take place with Ofgem over the next year, with a final determination in
Q4. On the hydrogen side, after favourable testing confirmed the ability to
manage up to 100% hydrogen on the existing biomethane network, a policy
outcome is now awaited from government in relation to hydrogen blending.
The company also continues to consult with Ofgem around the preferred
funding mechanism for both a future hydrogen backbone and carbon
transportation networks.
Vertical Bridge
www.verticalbridge.com
The largest private owner and operator of towers
and other wireless infrastructure in the US, with
more than 7,000 owned towers across the country.
Investment thesis and value creationstrategy
1
•
Track record of organic and inorganic growth: since its founding
in 2014, Vertical Bridge has been one of the most active acquirers
and ‘build‑to‑suit’ (BTS) developers amongst tower companies, and
expects to further accelerate these activities.
•
5G build‑out supporting continued growth: US carrier annual capex
is forecast to increase materially, prioritising macro towers in the 5G
rollout.
•
Top‑tier management team and Sponsor: key members of Vertical
Bridge and DigitalBridge (including both CEOs) have worked together
since 2003.
Performance update
Vertical Bridge acquired c.6,000 towers from Verizon in December
2024. Management consider the additional portfolio to offer significant
synergies with the company and are excited by the lease‑up potential due
to the portfolio’s low current tenancy ratio.
The company now has a BTS pipeline ahead of the underwriting plan, as it
continues to broaden its customer base through additional collaborations
with large‑scale mobile network operators (MNOs) seeking to expand 5G
coverage.
PINT'S PORTFOLIO CONTINUED
NORTH
AMERICA
£26m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
1.1x
MOIC
31 December 2024
1.3x
MOIC
31 December 2024
28.03.22
Date of commitment
04.04.22
Date of commitment
30
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
NORTH
AMERICA
£32m
PINT NAV
31 December 2024
POWER &
UTILITIES
Delta Fiber
www.deltafibernederland.nl
Owner and operator of fixed telecom infrastructure
in the Netherlands, providing broadband, TV,
telephone and mobile services to retail and wholesale
customers over a predominantly fibre network.
Investment thesis and value creationstrategy
1
•
High‑quality fibre network with high barriers to entry as a regional
leader in its core footprint of suburban and rural areas with historically
high penetration and low churn rates.
•
Well positioned to capitalise on extensive rollout programme via first
mover advantage in its core markets, exhibited through its track record
of fast build rates and ramp up of construction capacity.
Performance update
Delta Fiber’s rollout is now substantially complete, on time and budget,
and the business is focusing on the transition from development activity
to steady state operations, with the key focus mainly on increasing
penetration through greater customer adoption. As well as the focus
on increasing densification through its retail business, the company
expects a key lever for growth to be entering further wholesale network
sharing agreements, similar to that entered with Odido (formerly T‑Mobile
Netherlands), with other leading network providers in the Netherlands.
The company also agreed the sale, still subject to regulatory approvals,
to its main competitor, Glaspoort, of around 200,000 of its connections in
an area that would otherwise have likely seen Glaspoort build‑out its own
network. Delta Fiber will retain access for its existing retail products in the
area through the agreement, and expects the transaction to be accretive
to the equity valuation. The company’s intention is to use the proceeds to
reduce its borrowings.
Cartier Energy
Platform of eight district energy systems located
across the Northeast, Mid‑Atlantic and Midwest of
the US.
Investment thesis and value creationstrategy
1
•
Gross margin structure underpinned by availability‑based fixed
capacity payments and consumption charges, and pass‑through
pricing mechanism limits commodity price exposure providing robust
downside protection.
•
‘Sticky’ customer base with an average relationship tenure of ~15‑20
years and ~10‑12‑year average remaining contractual life.
•
Provides customers with a path to decarbonisation and increased
thermal efficiency.
Performance update
Cartier has had an encouraging period of stability after a challenging first
two years since PINT's investment. As well as experiencing stable hot
water and steam volumes, the company has unlocked additional business
through increased chilled water demand and favourable capacity
market pricing, which has improved financial performance on its existing
operational assets closer to the original underwriting assumptions.
Management has and continues to focus on commodity hedging efforts,
optimising customer repricing, and now exploring some of the key growth
opportunities with existing customers that had been deprioritised due to
the initial operating challenges.
PINT'S PORTFOLIO CONTINUED
EUROPE
£29m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
1.3x
MOIC
31 December 2024
0.9x
MOIC
31 December 2024
26.04.22
Date of commitment
23.05.22
Date of commitment
31
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
Calpine
www.calpine.com
Independent power producer with c.26GW of
principally gas‑fired generating capacity, including
c.770MW of operational renewables.
Investment thesis and value creationstrategy
1
•
Vital supplier to the US electricity grid, providing reliable power
generation capacity and playing an important role in the energy
transition as the US targets net zero carbon by 2050. Calpine benefits
from highly predictable diversified cash flows underpinned by
contracts supported by a robust hedging programme.
•
Strong renewables development pipeline of solar and battery storage
projects, financeable through the cash flows generated by existing
assets, which are projected to nearly triple its renewables power
generation capacity over the next five to six years.
Performance update
Calpine experienced another record‑breaking year with profitability and
distributions exceeding underwriting expectations, strong forecasts
for electricity demand increases from data centres, arising from AI,
have significantly improved the long‑term outlook for base load power
generators. After the period end, a sale of the business to Constellation
Corporation was announced, for a consideration of cash (c.25%) and
Constellation shares (c.75%). The sale is expected to take up to twelve
months to conclude in order to receive the necessary regulatory
approvals, and PINT will initially have exposure to Constellation’s
stock afterwards. The combined entity will have in excess of 50GW of
generation capacity across nuclear, gas, geothermal and other renewable
technologies. In time, Pantheon intends to explore potential routes to
mitigate this exposure, potentially through hedging instruments.
Vantage Data Centers
www.vantage‑dc.com
Leading provider of wholesale data centre
infrastructure to large enterprises and hyperscale
cloud providers.
Investment thesis and value creationstrategy
1
•
Secular data usage growth through increasing cloud adoption and
increasing data‑heavy technologies continue to drive data centre
demand.
•
Strong growth pipeline from favourable existing relationships with
hyperscale customers.
•
Downside protection from strong position in supply constrained
core geographies, long‑term contracts with investment‑grade
counterparties and low customer churn due to high switching costs
and barriers to entry.
Performance update
Early in 2024, Vantage secured a substantial additional capital injection
from DigitalBridge and Silver Lake. The company continues to see
excellent growth opportunities due to AI tailwinds, and the capital infusion
has reinforced the balance sheet to ensure its ability to seize on and
deliver this incremental growth. Procuring sufficient power capacity
continues to be the key challenge, as the company continues to leverage
its extensive existing relationships with key hyperscaler customers.
PINT'S PORTFOLIO CONTINUED
NORTH
AMERICA
£31m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
1.1x
MOIC
31 December 2024
NORTH
AMERICA
£84m
PINT NAV
31 December 2024
POWER &
UTILITIES
2.3x
MOIC
31 December 2024
27.06.22
Date of commitment
01.07. 22
Date of commitment
32
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
EUROPE
£49m
PINT NAV
31 December 2024
RENEWABLES &
ENERGY
EFFICIENCY
Fudura
www.fudura.nl
Dutch market‑leading owner and provider of
medium‑voltage electricity infrastructure to business
customers, with a focus on transformers, metering
devices and related data services.
Investment thesis and value creationstrategy
1
•
Highly stable inflation‑linked cash flows from large and diversified
locked‑in customer base with long‑term contracts, low churn and
inflation protection.
•
Strong downside protection with a quasi‑monopoly positioning in its
core regional markets characterised by high barriers to entry.
•
Energy efficiency and decarbonisation tailwinds driving growth
opportunities to broaden service offering to customers including EV
charging, solar panels, heat pumps and battery storage.
Performance update
Fudura’s profitability continues to track ahead of plan, driven by higher
margins on its core transformer business. This performance has been
partially offset with the slower rollout to date of the adjacent product lines
that formed a key pillar of the investment thesis. A new CEO is incoming
with a priority to focus on growth of these areas, including battery
storage, smart metering and EV charging.
National Broadband
Ireland
www.nbi.ie
Fibre‑to‑the‑premises network developer and
operator working with the Irish Government to
support the rollout of the National Broadband Plan,
targeting connection to 560,000 rural homes.
Investment thesis and value creationstrategy
1
•
Stable cash flows with inflation protection expected through the terms
of the project agreement and the prices NBI can charge to internet
service providers for access.
•
Downside protection through a unique positioning in the intervention
area (the franchise area granted by the Irish Government) and a
flexible government subsidy regime.
•
Attractive macro trends including increased remote working,
demographics and growth in fibre broadband take‑up to date underpin
the long‑term commercial viability of the network.
Performance update
The rollout of the National Broadband Plan – NBI’s partnership with
the Irish Government – remains on plan and on budget, with a key 50%
completion milestone hit during the year. A large number of internet
service providers are now available on the network, and nationwide
marketing campaigns are now underway. The company continues
to experience favourable take up, with penetration rates higher than
foreseen at this stage of the rollout expected to eliminate the requirement
for the remaining equity commitment to the company.
PINT'S PORTFOLIO CONTINUED
1.3x
MOIC
31 December 2024
IRELAND
£47m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
1.3x
MOIC
31 December 2024
25.07.22
Date of commitment
09.11.22
Date of commitment
33
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
GD Towers
Largest tower operator and telecom infrastructure
network in Western Europe with c.40,000 tower sites
across Germany and Austria.
Investment thesis and value creationstrategy
1
•
Majority of cash flows are contracted and index‑linked, offering strong
downside protection in challenging macroeconomic conditions.
•
Favourable market tailwinds from regulatory‑driven 5G coverage
requirements with significant growth opportunities.
•
Organic and inorganic growth opportunities arising from acquisition
opportunities from other market participants, and numerous
consolidation opportunities in Europe.
Performance update
GD Towers continues to perform largely on track with the original
investment case. Significant progress has been made in achieving greater
efficiencies in the BTS business and reducing lead times as a result, which
was one of the key improvement areas identified in the original business
plan. The company has also achieved increased co‑location revenues
arising from a focus on widening strategic relationships with other MNOs
(aside from Deutsche Telekom), and has now filled all remaining senior
level roles that were identified as part of the acquisition.
GlobalConnect
https://www.globalconnectgroup.com
Leading pan‑Nordic wholesale and retail telecoms
business with extensive fibre network and data
centre portfolio.
Investment thesis and value creationstrategy
1
•
Majority of cash flows are contracted and index‑linked, offering
downside protection in challenging macroeconomic conditions.
•
Favourable market tailwinds from fibre adoption trends across retail
and business customers, with significant growth opportunities and
long‑term secured revenues, protecting its market position.
•
Organic and inorganic growth opportunities arising from rural
fibre rollout, growing demand for larger bandwidth and numerous
consolidation opportunities.
Performance update
In line with its focus on optimal allocation of capital given the varied
dynamics of the markets it operates in, the company decided to withdraw
from the German fibre‑to‑the‑home market. This has resulted in the
business performing below plan due to lower revenues and an expected
lower terminal value as a result. The company is instead refocusing on
core markets as well as focusing on Finland, where FTTH adoption lags
the rest of the Nordic market.
PINT'S PORTFOLIO CONTINUED
EUROPEEUROPE
£21m
PINT NAV
31 December 2024
£43m
PINT NAV
31 December 2024
DIGITAL
INFRA
‑
STRUCTURE
DIGITAL
INFRA
‑
STRUCTURE
1.1x
MOIC
31 December 2024
1.2x
MOIC
31 December 2024
31.01.23
Date of commitment
22.06.23
Date of commitment
34
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
MANAGER'S REPORT
CONTINUED
1. There is no guarantee that the investment thesis will be achieved. Pantheon opinion. Past performance is not indicative of future results. Future results are not guaranteed, and loss of principal may occur. Please refer to ‘Disclosure 1 – Investments’
towards the back of this report.
Zenobē
www.zenobe.com
Zenobē provides essential infrastructure that
contributes to international power and transport
sector decarbonisation targets.
Investment thesis and value creationstrategy
1
•
Substantial and growing market opportunity driven by significant
capex required to meet demand for EV bus charging and electricity
grid stability.
•
Market leader in core regions in a high‑growth sector with attractive
expansion opportunities.
•
Downside protection and inflation protection via long‑term
availability‑style contracts with high‑quality counterparties.
Performance update
Although the company enjoyed a number of high‑profile customer wins,
Zenobē’s profitability is tracking slightly behind plan due to slower growth
overall in the bus segment of the business and the impact of volatility in
battery trading revenues which has impacted the network infrastructure
side of the business. Management expect a catch‑up on the bus side
of the business due to the extent of current customer relationships and
their decarbonisation obligations. The company is now also substantially
geared up for operations in North America after finalising a number of
critical appointments.
PINT'S PORTFOLIO CONTINUED
UK
£37m
PINT NAV
31 December 2024
RENEWABLES &
ENERGY
EFFICIENCY
1.1x
MOIC
31 December 2024
07.0 9. 23
Date of commitment
35
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PERFORMANCE
Portfolio movement
During the year, the Portfolio generated underlying growth of £79.9 million, reflecting a 16.7% movement on the opening capital
invested, adjusted for capital calls and investments totalling £6.6 million, but before adjusting for distributions to PINT totalling
£21.3 million.
Movements in foreign exchange values resulted in a foreign exchange loss of £5.2 million (offset at a company level by a foreign
exchange hedging gain of £5.7 million), resulting in a closing value of £531.7 million at 31 December 2024.
The Portfolio had a weighted average discount rate (WADR) of 13.6%
1
at the year end (31 December 2023: 13.6%).
PORTFOLIO MOVEMENT (£MILLION)
Closing portfolio
531.7
Foreign
exchange
movement
(5.2)
Asset
valuation
movement
79.9
Distributions
(21.3)
Capital
calls and
investments
6.6
Opening portfolio
471.7
INVESTMENT
MANAGER'S REPORT
CONTINUED
Portfolio cash flows
Over the medium term, the Company expects the Portfolio
to generate cash flows both through distributions from its
investments and from investment exits, the latter becoming
realised in cash in due course through asset disposals. In
turn, these cash flows are expected to support both the
reinvestment of capital and a progressive dividend policy.
The Company’s investment approach is to invest in assets
with an expected hold period that is typically, but not always,
five to seven years, after which it is expected to realise value
by exiting positions according to the relevant Sponsor's
time horizon. Whilst the Company does expect some of
its investments to make distributions, cash generation is
expected to be heavily weighted towards the receipt of sale
proceeds at the point of investment exit, and in some cases
no distributions are forecast.
The Company maintains a long‑term forecast of both sources
of cash flow, which is derived from either the Investment
Manager's base case expectations or Sponsor updates
where available. The latest projection of the Company's
cash flows from the Portfolio is summarised on the next page,
as at 31 December 2024.
1. WADR of 13.6% is based on the discount rate or implied discount rate of each completed investment at 31 December 2024, weighted on an investment fair value
basis (excluding undrawn commitments).
36
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PERFORMANCE CONTINUED
Portfolio cash flows continued
The projection is based on existing investments only and does
not factor in any potential for reinvestment of capital after
realisations, which accordingly accounts for the downward
trend of distributions after realisations occur.
Whilst these projections are intended to present a
plausible long‑term expectation of the Portfolio's cash
flow generation, there is no guarantee around the quantum
or timing of distributions or realisations, which remain
dependent on multiple factors including underlying asset
performance, exit timing and long‑term FX rate assumptions.
Accordingly, they should not be considered as guidance
around financial performance.
Calpine sale
After the year end, the Company announced the conditional
sale of its investment in Calpine to Constellation Energy
Corporation (CEG). The sale is for consideration of both
cash and CEG stock, and is conditional on various regulatory
approvals, which are anticipated to materialise before the end
of 2025.
The Company expects the future NAVs to reflect the
mark‑to‑market share price of CEG until the position has
been exited. The Company recognises that CEG's share
price has been subject to volatility since the announcement
of the sale, and further notes that the NAV at the year end
broadly reflected the terms of the sale as detailed in the CEG
announcement on 10 January 2025, namely an equivalent
gross equity valuation of $16.4 billion, based on a volume
weighted average CEG share price of $238.
INVESTMENT
MANAGER'S REPORT
CONTINUED
PROJECTED PORTFOLIO CASH FLOWS (£MILLION), CURRENT PORTFOLIO ONLY
Estimated distributions Estimated realisations
0
£50m
£100m
£150m
£200m
£250m
£300m
2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
37
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PERFORMANCE CONTINUED
Calpine sale continued
Until such time as the Company’s effective holding in CEG is
partially or fully realised, or its exposure to CEG is otherwise
mitigated through hedging arrangements, which may be
considered post sale completion, PINT's NAV exposure is
expected to be equivalent to a movement of c.0.65 cents
(0.53 pence at 31 December 2024 FX rates) per share for
every $10 movement in the CEG share price.
H2 2024 dividend
At IPO, the Company set out to target a NAV Total Return of
8‑10% p.a. following full investment of the IPO proceeds, and
an initial dividend of at least 2p per share for the first financial
period ended 31 December 2022, rising to 4p per share for the
year ended 31 December 2023, and a progressive dividend
thereafter. In line with the dividend target for the current
financial year of 4.2p per share, the Board recently declared
the Company’s second interim dividend of 2.1p per share in
respect of the year ended 31 December 2024, which is due to
be paid on 22 April 2025.
Dividend cover
The Company has devised a measure to assess dividend
coverage by calculating the ratio of net cash flow to dividends
declared in respect of a given period. This is calculated
across the whole group, including the Company's subsidiary,
Pantheon Infrastructure Holdings LP (PIH LP), through which
the Company holds the majority of its investments.
Net cash flow for this purpose is calculated as income
(the sum of all income and capital distributions that are not
related to asset disposals, plus deposit interest income) plus
disposal profits (realised profits on disposal, or disposal
proceeds less original investment cost), less operating and
financing (but excluding FX hedge settlements) expenses
incurred during the same period.
On this basis, the Company's dividend cover for 2024 was
0.7x, as detailed opposite (year to 31 December 2023: 0.3x).
The dividend cover has increased in the year as Portfolio
distributions have now started to materialise. The Company
expects material progression in cash flows from the Portfolio
as realisations start to occur, which in turn is expected to flow
through to increased dividend coverage.
£m 2022 2023 2024
Income 6.1 13.1 21.7
Disposal profits — — —
Operating costs (4.6) (6.6) (6.9)
Financing costs (0.0) (1.5) (2.0)
Net cash flow for
dividend cover 1.5 4.9 12.8
Dividend
declared 9.6 18.9 19.7
Dividend cover 0.2x 0.3x 0.7x
Cumulative
dividend cover 0.2x 0.2x 0.4x
INVESTMENT
MANAGER'S REPORT
CONTINUED
38
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PERFORMANCE CONTINUED
Borrowings
In March 2024 the Company extended the term of its
£115.0 million multi‑currency RCF by 15 months, to March
2027, effectively resetting the tenor at three years with the
same pricing and terms. The RCF allows the Company to
maintain liquidity for unfunded commitments and working
capital requirements whilst minimising the inefficiencies of
holding excessive cash. The RCF, which is secured on the
assets of the Company, includes an uncommitted accordion
feature, which will be accessible, subject to approval, by
additional lenders, and is intended to increase over time in line
with the Company’s NAV progression.
Capital allocation
As at 31 December 2024, the Company had deployed a total
of £9.2 million (out of a total commitment of £18.4 million),
in buying back 11.4 million of its own shares. Repurchased
shares are held in treasury and may be subsequently
re‑issued if the Company's shares return to trading at a
premium to NAV. At the year end, the Company continued
to allow for the remaining £9.2 million of the £10.0 million
originally allocated to share buybacks, as part of its liquidity
management as detailed on the analysis presented opposite.
Cash and liquidity management
At the year end, the Company had total available liquidity of
£138.8 million (31 December 2023: £144.4 million), comprising
£23.8 million of cash (31 December 2023: £29.4 million) and
£115.0 million (31 December 2023: £115.0 million) of undrawn
RCF capacity.
The Company maintains a policy to hold liquidity sufficient
to cover all investment commitments, including for share
buybacks, due in the next twelve months. At the year end,
this amount totalled £19.1 million.
In addition to this, the Company has adopted a risk‑based
policy to hold specific cash buffers in respect of potential
further liquidity requirements. These buffers include forecast
operating costs, dividend payments, FX hedge settlements
due (based on mark‑to‑market valuations), an allowance
for emergency co‑investment capital across the Portfolio,
allowances for FX movements on undrawn non‑GBP
commitments and amounts held against potential movements
in the Company’s FX hedging positions (calculated relative
to notional amounts and contractual maturity). At the year
end, these amounts totalled £87.5 million (31 December 2023:
£79.9 million).
The net balance after taking account of all these
considerations represents the funds available to the Company
for further investment. As at the year end, this stood at £32.2
million (31 December 2023: £44.5 million).
£m
1
Sources
Cash & equivalents 23.8
RCF 115.0
Total (A) 138.8
Commitments
Undrawn investment commitments 9.9
Undeployed share buyback commitment 9.2
Total (B) 19.1
Buffers
Operating costs 8.3
Dividends 19.7
Co‑investment buffer 22.1
FX buffer on undrawn investment
commitments 1.3
FX hedging buffer (see next page) 36.1
Total (C) 87.5
Available funds (= A - B - C) 32.2
1. Totals do not match due to rounding.
Ongoing charges
The Company’s ongoing charges figure is calculated in
accordance with the Association of Investment Companies
(AIC) recommended methodology and was 1.29% for the year
to 31 December 2024 (year to 31 December 2023: 1.35%).
INVESTMENT
MANAGER'S REPORT
CONTINUED
39
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
PERFORMANCE CONTINUED
Foreign exchange impact
In order to limit the potential impact from material movements
in major foreign exchange rates on non‑local currency
investments, the Company has put in place a foreign
exchange hedging programme. The aim of this programme
is to reduce (rather than eliminate) the impact of movements
in foreign exchange rates on the Company’s NAV, and to
this end the Company has an internal policy to seek to limit
its unhedged exposure to 25% of NAV at any time. Hedging
is achieved through the execution of foreign exchange
hedging contracts relative to the ongoing non‑local currency
investment exposure. This is subject to, inter alia, market
liquidity and pricing for hedges, foreign exchange volatilities,
the composition of the Company’s portfolio and the
Company’s balance sheet.
The Company has entered into arrangements with six hedging
counterparties, all on an unsecured basis and subject only to
margin calls if pre‑specified credit limits are breached on an
individual counterparty (not aggregate) basis. Furthermore,
in line with the Investment Manager’s risk policies, the
Company has adopted a policy to maintain strict liquidity
buffers in relation to these hedging positions to protect
against extreme volatility‑driven margin requirements.
Details of the Company’s hedging positions and associated
cash buffers are set out in the table on the previous page.
The depreciation of EUR resulted in a negative foreign
exchange movement in the year to 31 December 2024 of
(2.6)p per share (year to 31 December 2023: loss of 1.9p per
share), which was offset by a gain on the hedging programme
of 3.1p per share (year to 31 December 2023: gain of 1.5p per
share).
INVESTMENT
MANAGER'S REPORT
CONTINUED
(4.0p)
(1.0p)
(2.0p)
(3.0p)
0.0p
1.0p
3.0p
2.0p
4.0p
1.0
(1.3)
(1.9)
(1.0)
(1.9)
(0.2)
(0.4)
(3.6)
(2.6)
1.0
2.0
1.5
0.5
0.4
2.8
3.1
Hedge P&L Asset FX P&L Net movement
Q1
2023
Q2
2023
Q3
2023
Q1
2024
Q4
2023
Q2
2024
Q3
2024
Q4
2024
FOREIGN EXCHANGE HEDGING – NAV IMPACT (PRICE PER SHARE)
40
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SENSITIVITIES
The Portfolio valuation is the largest component of the
Company's NAV and is determined by valuations provided by
the underlying investment Sponsors. These valuations are
typically calculated on a discounted cash flow (DCF) basis,
which are subject to a variety of underlying assumptions
that are specific to the sector and characteristics of each
Portfolio Company. The degree to which these long‑term
assumptions change or are adjusted has the potential to
impact the Company’s NAV. With this in mind, the Investment
Manager regularly performs an analysis across the Portfolio
to determine the Company’s sensitivity to changes across key
macroeconomic assumptions.
Discount rates
Discount rates are a measure of the relative risk of an
investment, and typically comprise a risk‑free rate component
along with a sector or project‑specific equity risk premium,
which is determined relative to specific project risks and
benchmark transactions. In some cases, Sponsors use a
WACC‑based discount rate to derive an enterprise valuation
which is then adjusted by net debt to give an equity value.
The Company does not disclose individual discount rates but
reports the Portfolio's aggregated WADR, which at the year
end was 13.6% (31 December 2023: 13.6%).
Inflation
The extent to which a Portfolio Company’s existing revenues
and costs are expected to inflate, or escalate, also impacts
valuations. The escalation of revenues and costs is often
determined through contractual arrangements, with measures
including direct pass‑through of a local inflation measure,
fixed escalators, inflation linkage subject to escalation caps
and/or floors, or no indexation at all. Where revenues and/
or costs are directly linked to inflation, any changes to the
inflation assumptions determined by Sponsors will impact
on valuations. Sponsors typically utilise external economic
forecasts or central bank guidance for inflation assumptions.
Where revenues or costs are not contracted, escalation is
determined by pricing power and therefore requires a greater
degree of judgement.
Interest rate
Interest rate assumptions impact valuations if a Portfolio
Company has an element of unhedged debt or expects
to drawdown on floating rate borrowing facilities within
its business plan. Where this is the case, Sponsors will
usually update valuations to reflect the latest projections for
long‑term interbank lending, swap or risk‑free rates.
INVESTMENT
MANAGER'S REPORT
CONTINUED
PINT NAV SENSITIVITIES AT 31 DECEMBER 2024 (MACROECONOMIC)
(6.0)
(4.0) 4.0 6.0(2.0) 2.00
4.3
(4.1)
2.1
(1.9)
3.1
(3.0)
Discount rate (+/- 0.5%)
Interest rate (+/- 0.5%)
Inflation (+/- 0.5%)
Pence per share
Negative correlation Positive correlation
41
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
BUSINESS
MODEL
Our co‑investment strategy differentiates us in the
listed infrastructure market.
1
Deal
selectivity
4
Fee efficient
3
Sponsor
specialisation
2
Diversification
DIGITAL
INFRASTRUCTURE
•
Growth in mobile
data traffic.
•
Growth in 5G connected
devices.
•
Average cost reduction
for solar/wind.
•
Increasing global installed
wind/solar capacity.
•
US/Europe transitioning
grids to accommodate
more renewable energy.
•
US coal power plant
retirements.
•
Increased global trade.
•
Higher e‑commerce
penetration.
•
Nearshoring or
'friendshoring' of
supply chains.
Sponsor relationships
drive strong deal flow,
allowing for highly selective
investment process.
Access to investments
across sourcing Sponsors,
sectors and geographies.
Ability to choose deals
alongside a Sponsor with a
distinct edge who may be
best placed to create value.
Co‑investments typically
offered with no ongoing
management fee/carried
interest charged by the
Sponsors.
Purpose
The Company has built
up a global portfolio of
investments with blended
risk/return profiles, andset
targets across deal types,
sectorsand geographies
fordiversification.
RENEWABLES
& ENERGY
EFFICIENCY
POWER &
UTILITIES
TRANSPORT
& LOGISTICS
What sets us apart Capturing secular growth
42
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
BUSINESS
MODEL
CONTINUED
Pantheon’s investment
process
Sourcing
and
origination
Screening
Due
diligence
Approval
and
execution
Valuation
Pantheon leverages its extensive
network and relationships with
Sponsors to access investment
opportunities. Sponsors often face
concentration limits, introducing
the need for co‑investment on
larger transactions, and Pantheon’s
proven ability to provide capital
at scale and speed makes it a
preferred co‑investor.
The first stage of investment
evaluation involves assessing
deal alignment with fund strategy,
potential returns, risk factors and
Sponsor credibility and alignment.
Reasons for rejection at this stage
include: sector concerns, quality
of assets, limited Sponsor track
record, alignment concerns and
time horizons.
Deeper analysis follows, including
reviewing financial models, market
trends, sector/company outlooks
and a risk review. Key return
considerations include existing
business profitability, organic
growth potential, capital structure
optimisation, M&A assumptions,
operational efficiencies and
potential for multiple expansion.
Analysis is focused on internal
rate of return (IRR) and multiple on
invested capital (MOIC) outcomes
under various downside scenarios.
Factors that lead to deal rejection
include poor asset quality, lack
of strategic fit, weak governance
and unfavourable pricing or
assumptions.
After favourable due diligence, the
final investment recommendation
is presented for approval. Once
approved, deals move into legal
closing, where agreements
are finalised, deal structure is
optimised and allocations are
determined across clients.
Ongoing valuations are typically
based on those provided by
Sponsors, in line with IPEV
guidance. Sponsors are usually
considered the best party to
determine the appropriate
valuation due to intimate
knowledge of the assets and the
market environment. Infrastructure
asset valuations are often prepared
on a DCF basis, where fair value is
estimated by deriving the present
value of forecast cash flows
generated based on long‑term
business assumptions.
43
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
BUSINESS
MODEL
CONTINUED
Investors Shareholders
PINT’s business model creates value
by allowing Pantheon, the Investment
Manager, to allocate capital and invest on
its behalf alongside the Sponsors that it
believes have a distinct edge in a particular
infrastructure sector.
Investors in PINT can participate
in a globally diversified portfolio of
infrastructure assets alongside other
leading private asset managers and
institutional investors.
Vehicle PINT (public) Other Pantheon funds (private)
PINT has access to Pantheon’s deal
sourcing platform.
Since PINT is publicly listed, any retail or
institutional investor is able to benefit from
any value it creates.
Pantheon provides a broad sourcing
network with leading private asset
investment managers and has strong
relationships with Sponsors it can leverage
on behalf of PINT.
Refer to the Investment Manager’s report
for more details.
Portfolio Infrastructure assets
High‑quality infrastructure assets typically benefit from long‑term contractual cash flows,
positive correlation to inflation and exposure to secular changes in society.
How we create value Target returns
8-10%
p.a.
NAV Total Return
per share
4.2p
per share
1
second year
dividend
1. Dividends paid and declared relating to the year to 31 December 2024.
44
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INVESTMENT
STRATEGY
Through the acquisition of equity or equity‑related
investments, PINT offers a diversified portfolio
of infrastructure assets with a primary focus on
developed OECD markets.
The Company seeks
to generate attractive
risk‑adjusted total returns
for shareholders over the
long term, comprising
both capital growth and
aprogressive dividend.
Total
returns
DIVERSIFICATION
Global portfolio with exposure to
regions, sectors and sourcing partners
and the ability to tilt the Portfolio
over time to the best risk/return
opportunities.
STRONG ESG CHARACTERISTICS
Robust asset and Sponsor ESG risk
assessment through due diligence,
ongoing asset monitoring and exclusion
of high‑risk ESG sectors from the
strategy, including coal, oil, gas
(upstream), mining and nuclear.
INFLATION PROTECTION
Natural hedge against rising inflation
with certain assets benefiting from
inflation protection.
VALUE CREATION OPPORTUNITIES
Assets where added value can be
created through operational optimisation,
incremental expansion of a platform or
industry consolidation, utilising the skill
set and track record of Sponsors.
RESILIENT CASH FLOW ASSETS
Emphasis on direct infrastructure assets
with substantial contracted cash flows
and conservative leverage creates a
portfolio with downside protection.
CAPTURING LONG‑TERM GROWTH
Exposure to growth dynamics within
infrastructure sub‑sectors including the
transition to a net zero carbon economy
and the digitalisation of social and
economic activity.
Read our investment policy
on page 130.
45
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Under the guidance and oversight of the Sustainability
Committee and working collaboratively with the Pantheon
team, PINT has benefited from Pantheon’s approach to
sustainability. This involves taking a systematic and strategic
approach to integrating material sustainability considerations
into the assessment of investment risks and opportunities,
embedding this as a core element across all investment
processes.
Investing in infrastructure is central to PINT’s business model.
Sound sustainability practices and operating sustainably are
integral to building a resilient infrastructure business and
maximising long‑term value for our shareholders and other
stakeholders.
PINT is classified as Article 8 under the European Union’s
Sustainable Finance Disclosure Regulation (SFDR). To
support its promoted environmental/social characteristics,
PINT has adopted an investment policy which restricts
investments in specific excluded sectors, i.e. coal
(including coal‑fired generation, transportation and
mining), oil (including upstream, midstream and storage),
upstream gas, nuclear energy and mining.
PINT’s Board is ultimately responsible for its sustainability,
and through its Sustainability Committee oversees and
reviews its Sustainability Policy, which can be found on PINT's
website (www.pantheoninfrastructure.com). The Committee
is chaired by Ms Finegan, an independent non‑executive
Director, and consists of PINT’s Board members along with
Pantheon’s Global Head of Sustainability. Full biographies of
the Board Committee members can be found on page 63.
The publication of the last year’s sustainability report saw
enhanced disclosures across governance, strategy and risk
management, with additional transparency on climate‑related
risks at asset level, largely due to increased data collection.
The focus since then has been on engagement by Pantheon
with Sponsors both to continue to improve data quality, as
well as share best practice. Biodiversity is an area which
is now coming into focus with Sponsors’ approaches
to integrating biodiversity risks and impacts into their
investment process being assessed.
As Investment Manager, Pantheon is tasked with delivering
this Sustainability Policy day‑to‑day.
Pantheon’s group‑wide Sustainability Policy can be found
on Pantheon's website (www.pantheon.com). Its objective
is to ensure that material sustainability considerations
are appropriately reflected in Pantheon’s pre‑ and
post‑investment processes.
Pantheon is rigorous in assessing and managing
sustainability‑related risks in its managed Portfolio and
identifying opportunities.
As stewards of our investors’ capital, Pantheon has a role to
play in identifying those sustainability issues that could have
a material positive or negative impact on the financial value
of an investment.
Equally, Pantheon is experienced in actively seeking
investments in opportunities arising from the global
energy transitions, aligned with PINT’s strategy and
investment mandate.
SUSTAINABILITY
APPROACH
The Board of PINT
recognises the crucial role
that sustainability factors
can play in influencing
long‑term investment
performance.
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Pantheon has embedded sustainability considerations
into its investment processes, from the initial screening
of opportunities, through due diligence, engagement and
post‑investment monitoring.
Pantheon’s focus recently has been on enhancing its
screening and due diligence on deals from a sustainability
perspective. Pantheon’s approach to sustainability is
called TIES – which stands for Transparency, Integration,
Engagement and Solutions – as this encapsulates the
strong ties between Pantheon, the Sponsors and the
Portfolio Companies. As part of this, Pantheon recently
developed proprietary sustainability scorecards,
incorporating a range of topics including climate risk,
reputational risk and biodiversity.
Pantheon is committed to promoting sustainability
practices across the infrastructure industry through its
participation in a variety of industry initiatives and by using
its position on advisory boards worldwide to promote high
standards on behalf of PINT among Sponsors and investee
companies.
SUSTAINABILITY
APPROACH
CONTINUED
Pantheon
TIES
Integration of
sustainability factors
into each stage of the
investment process
Developing
Pantheon’s capability
to offer innovative
solutions that meet
investors’ requirements
Consistent Sponsor,
industry and investor
engagement to
develop and share best
practice on assessing
sustainability factors
Enhanced transparency
through improved
sustainability practices,
tools and resources
INTEGRATION
SOLUTIONS
ENGAGEMENT
TRANSPARENCY
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Pantheon’s enhanced ESG framework
SCREENING DUE DILIGENCE MONITORING/ENGAGEMENT REPORTING
Sustainability process applied to all
investment opportunities
Sustainability scorecard used to assess:
1. Private markets manager
2. Private markets fund
3. Single‑company deal
4. Multi‑company deal
Monitoring:
1. Private markets manager data collection
2. Portfolio Company data collection
Engagement:
1. Private markets manager: targeted
engagement based on scorecard
2. Industry: advocate for sustainability
best practice through industry
trade bodies
Focusing efforts on standardised
sustainability reporting templates to align
with:
1. SFDR metrics
2. ESG Data Convergence Initiative
metrics (EDCI)
3. Task Force on Climate‑related Financial
Disclosure requirements (TCFD)
In practice
Integrated into sustainability scorecard
In practice
Sustainability scorecard output included
in Investment Committee memos
In practice
Enhancing Sustainability data collection systems
SUSTAINABILITY
APPROACH
CONTINUED
Signatory of: ESG Committee member of:
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SUSTAINABILITY
APPROACH
CONTINUED
Sustainability Disclosures
In mid‑2024, PINT’s 2023 sustainability report was published, which included detailed climate
risk disclosures in accordance with the recommendations of the TCFD. The sustainability
report sets out how climate‑related risks are integrated into PINT’s governance, strategy,
risk management and metrics and targets.
The Company looks forward to sharing PINT’s 2024 sustainability report, which will incorporate
more detailed reporting in accordance with the TCFD recommendations. The table below
illustrates the progress made to date.
AREA DISCLOSURES REFERENCE SUMMARY OF PROGRESS
Governance
a) Describe the Board's oversight
of climate‑related risks and
opportunities.
b) Describe management's role
in assessing and managing
climate‑related risks and
opportunities.
•
Corporate governance: page 68
•
Investment process: page 43
•
Sustainability Approach:
page 46
•
Sustainability Committee
Report: page 84
•
PINT’s Board is ultimately responsible for its sustainability, and formally
established its Sustainability Committee in July 2023 to oversee and review
these activities as set out in the Sustainability Policy. PINT is committed to
sustainability throughout its supply chain. The appointment of third parties
is overseen by the PINT Board and reviewed annually at the Management
Engagement Committee.
•
Pantheon executes PINT’s strategy, makes investment decisions, monitors
climate‑related performance and reports to the Board on progress.
Strategy
a) Describe the climate‑related risks
and opportunities the organisation
has identified over the short,
medium and long term.
b) Describe the impact of
climate‑related risks and
opportunities on the organisation's
businesses, strategy and financial
planning.
c) Describe the resilience of the
organisation's strategy, taking
into consideration different
climate‑related scenarios,
including a 2°C or lower scenario.
•
Chair’s statement: page 7
•
Our market: page 15
•
Investment strategy: page 45
•
Principal risks and uncertainties:
page 57
•
Viability statement: page 61
•
PINT will not invest in infrastructure assets whose principal operations are in:
•
coal (including coal‑fired generation, transportation and mining);
•
oil (including upstream, midstream and storage);
•
upstream gas;
•
nuclear energy; and
•
mining.
•
Pantheon developed a Climate Scenario Analysis tool, in partnership with an
external consultant, that provides a high‑level overview of climate transition
impact on our investments, pinpointing sector and region‑specific risks and
opportunities.
•
The scenario analysis tool utilises scenario data based on three climate
scenarios (in line with the FCA's TCFD reporting obligations): the 2°C
orderly transition, the 2°C disorderly transition, and the 4°C 'hot house'
world. The overall risk rating combines physical and transition risk exposure
by company resulting in a 1‑9 rating where 9 represents the highest level
of risk, based on mapping of each underlying portfolio company to its
sector‑geography combination.
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SUSTAINABILITY
APPROACH
CONTINUED
AREA DISCLOSURES REFERENCE SUMMARY OF PROGRESS
Risk management
a) Describe the organisation's
processes for identifying and
assessing climate‑related risks.
b) Describe the organisation's
processes for managing
climate‑related risks.
c) Describe how processes for
identifying, assessing and
managing climate‑related risks are
integrated into the organisation's
overall risk management.
•
Principal risks and uncertainties:
page 57
•
The Company has a comprehensive risk and governance framework to
ensure all risks, including Sustainability and climate‑related risks, are
monitored and managed with due care and diligence.
•
The Board exercises oversight of this framework, through its Audit and
Risk Committee, and sustainability‑related risks and opportunities are
additionally considered by the Sustainability Committee.
•
The results of Pantheon’s scenario analysis can be found in PINT’s
2023 Sustainability Report.
Metrics and targets
a) Disclose the metrics used by
the organisation to assess
climate‑related risks and
opportunities in line with its
strategy and risk management
process.
b) Disclose Scope 1, Scope 2, and,
if appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
c) Describe the targets used by
the organisation to manage
climate‑related risks and
opportunities and performance
against targets.
•
Sustainability Approach:
page 46
•
PINT has committed to report certain climate‑related metrics, as set out on
page 40 of its recent sustainability report, including:
•
GHG emissions data (tCO
2
e);
•
carbon intensity (tCO
2
e/£m revenue); and
•
carbon footprint (tCO
2
e/£m NAV).
Sustainability Disclosures continued
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SUSTAINABILITY
APPROACH
CONTINUED
Looking ahead: PINT
also understands that
the consideration of
sustainability factors in
infrastructure investments
is an ever‑evolving space.
Whilst PINT aims to remain nimble to changing market dynamics, we also remain committed to continuously improving
sustainability practices and to encourage best practice across the industry. To this end, looking ahead at the coming months,
we are prioritising:
SUSTAINABILITY
PERFORMANCE
Improving the sustainability
performance of the PINT portfolio
through enhanced engagement to
ensure better data collection and
disclosures from underlying assets.
The focus over the next year will
be on engagement with Sponsors
to continue to improve data
quality and availability to enhance
sustainability reporting.
SPONSOR ENGAGEMENT
ON SUSTAINABILITY
MATURITY
Continuing to engage Sponsors,
share best practice and evaluate
progress through Pantheon’s
Annual Sustainability Survey.
BIODIVERSITY
ASSESSMENT:
Enhancing our assessment of
Sponsors’ approaches to integrating
biodiversity risks and impacts into
their investment processes.
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Directors’ duties
Overview
The Directors must take into consideration the interests of
the various stakeholders of the Company, the impact the
Company has on the community and the environment, take
a long‑term view on the consequences of the decisions they
make, and aim to maintain a reputation for high standards of
business conduct and fair treatment between the members
of the Company. Fulfilling this duty supports the Company in
achieving its investment strategy and making decisions in a
responsible and sustainable way.
During the year, the Directors consider, in good faith, that
they have acted in a way that would most likely promote the
long‑term success of PINT for the benefit of its members
as a whole, with due regard to the likely consequences of
any decisions in the long term, as well as the interests of
shareholders and other stakeholders, as required by the
Act. Overleaf, the Directors explain how they discharged
these duties.
Stakeholders and long-term decisions
PINT is an externally managed investment company
and does not have any employees or customers. Its key
stakeholders are its shareholders, the Investment Manager,
Sponsors, Portfolio Companies, service providers, lenders
and regulators. The Board considers the feedback from,
and views of, PINT’s stakeholders at every Board meeting,
and all discussions involve careful consideration of the
longer‑term consequences of any decisions and their impact
on stakeholders. The following pages describe how the
Company engages with its stakeholders to understand their
views, how they are affected by the Board’s decisions, how
their feedback shapes decisions and any outcomes. They
also explain how PINT fosters business relationships with
suppliers, customers and others, and maintains a reputation
for high standards of business conduct. PINT’s impact on
the environment, and how PINT and the Investment Manager
approach sustainability, are explained in detail on pages 46
to 51.
S172(1)
STATEMENT
The overarching duty of the
Directors is to act in good
faith and in a way that is
most likely to promote the
success of the Company,
asset out in section 172 of
the Companies Act 2006
the ('Act’).
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S172(1)
STATEMENT
CONTINUED
Importance
Holding PINT shares offers investors a liquid investment vehicle
through which they can obtain exposure to PINT’s portfolio of
infrastructure investments, therefore, continued shareholder
support and engagement are critical to the business and the delivery
of PINT’s long‑term strategy.
Board engagement
The Board is committed to maintaining open channels of
communication and to engaging with shareholders in ways they find
most meaningful, these include:
•
AGM
The Company will hold its third AGM on 19 June 2025 and
welcomes and encourages shareholders to participate in the
meeting. Shareholders will have the opportunity to meet the
Directors and the Investment Manager, ask questions and
provide feedback. The Board values the feedback and questions
it receives and takes action or makes changes, as and when
appropriate.
•
Publications
The annual, interim and sustainability reports are an opportunity
for PINT to provide information and updates on the Company to
its stakeholders. Feedback and/or questions PINT receives help
the Company to evolve its reporting, aiming to render the reports
and updates more insightful, transparent and understandable.
•
Shareholder meetings
The Chair, the Board and Pantheon meet with shareholders
throughout the year; the Investment Manager holds presentations
for institutional investors and analysts, and all shareholders are
invited to join PINT’s capital markets day. The Company always
responds to communications from shareholders, and anyone
wishing to communicate with the Board can contact the Company
Secretary at: pintcosec@cm.mpms.mufg.com or by writing to
PINT’s registered office.
•
Shareholder concerns
In the event that shareholders wish to raise issues or concerns,
they are welcome to do so at any time by writing to the Chair or
the SID at PINT’s registered office. All Board members are also
available to shareholders if they have concerns or questions.
•
Investor relations updates
At every Board meeting, the Directors receive updates from the
Investment Manager and the Company’s broker on the Company’s
trading activity and share price performance, especially during
periods when PINT’s shares are trading at a discount.
Outcome
During the year, the Board, assisted by the Investment Manager and
the Broker:
•
discussed the feedback and views of our shareholders received
at investor calls and our 2024 AGM;
•
received and discussed feedback from all meetings with
shareholders, taking it into account when making decisions
(examples are included on page 56); and
•
made changes to reporting, in response to questions and
feedback received.
Importance
The Investment Manager’s performance is critical for the Company
to deliver its investment strategy successfully and meet its
objective of providing shareholders with attractive and consistent
returns over the long term.
Board engagement
Maintaining a close and constructive working relationship with the
Investment Manager is crucial as the Board and the Investment
Manager both aim to achieve consistent, long‑term returns in line
with the Company’s investment strategy. Important components in
the collaboration with the Investment Manager, representative of
the Company’s culture, are:
•
encouraging an open discussion with the Investment Manager,
including adopting a tone of constructive challenge;
•
the interests of the Company, shareholders and the Investment
Manager are, for the most part, well aligned;
•
thorough review of the Investment Manager’s performance,
including the terms of engagement;
•
drawing on Directors’ individual experience and knowledge
to support and challenge the Investment Manager in its
monitoring of Portfolio Companies and engagement with
Sponsors; and
•
willingness to make the Directors’ experience available to
support the Investment Manager in the long‑term development
of its business, recognising that the long‑term health of
the Investment Manager’s business is in the interests of
shareholders in the Company.
Outcome
•
Details of the annual review of the Investment Manager carried
out by the Board can be found on page 81.
Shareholders The Investment
Manager
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S172(1)
STATEMENT
CONTINUED
Importance
PINT’s investment strategy is focused on backing Sponsors who
create sustainable value in the underlying Portfolio Companies.
The Investment Manager has extensive networks and relationships
with Sponsors globally, which gives the Company access to
attractive investment opportunities.
Board engagement
The Board receives updates at each scheduled Board meeting
from the Investment Manager on specific investments, including
regular valuation reports and detailed portfolio and returns
analyses. More details of Pantheon’s engagement with Sponsors
and due diligence of Portfolio Companies through the investment
process and its investment strategies can be found on pages
43 to 45 and in the Investment Manager’s report. Details of how
Pantheon carries out portfolio management, as well as information
on how Sponsors consistently transform companies to create
long‑term value, can be found in the Investment Manager’s report
on pages 29 to 35.
Outcome
The Board makes an active effort to better understand PINT's
Portfolio Companies, and in 2024, the Directors spent a day
with the management of GlobalConnect, provider of digital
infrastructure and data communication in the Nordics.
Sponsors/Portfolio
Companies
Importance
In order to function as an investment trust listed on the London
Stock Exchange, the Company relies on a diverse range of advisers
for support in meeting all its relevant obligations.
Board engagement
The Board maintains regular contact with its key external providers
and receives regular reports from them, both through Board and
Committee meetings, as well as outside the regular meeting cycle.
Their advice, as well as their needs and views, are routinely taken
into account. The Board (through the Management Engagement
Committee) formally assesses the performance, fees and
continuing appointment of key service providers to ensure that
they continue to provide effective support and are appropriately
remunerated to deliver the expected level of service.
Outcome
In 2024, the Directors carefully considered whether all
appointments remained in PINT’s best interests, considered the
various fees paid by PINT, and ultimately, the Board followed the
Management Engagement Committee’s recommendations to retain
PINT’s key advisers.
Importance
The Board of PINT believes that sound sustainable practices are
integral to building a resilient infrastructure business and creating
long‑term value for shareholders and other stakeholders. Investing
responsibly in infrastructure is central to PINT’s business model.
Board engagement
The Board (through the Sustainability Committee) works closely
with Pantheon and, despite the fact that its level of control over
investments is limited, seeks, through its Investment Manager and
the Sponsors, to encourage and influence investee companies to
improve their sustainability and ESG performance. Full details of
the Investment Manager’s approach to sustainability can be found
on pages 46 to 51.
Outcome
The report of the Company’s Sustainability Committee can be
found on pages 84 and 85, and PINT’s sustainability report for
2023 can be accessed on PINT’s website at
www.pantheoninfrastructure.com.
The Administrator,
the Company Secretary,
the Registrar, the Depositary
and the Broker
The environment
and society
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S172(1)
STATEMENT
CONTINUED
Importance
Availability of funding is crucial to PINT’s ability to take advantage
of investment opportunities as they arise, as well as to meet any
future unfunded commitments.
Board engagement
The Company aims to demonstrate to its facility providers,
Lloyds and RBSI, that it is a well‑managed business, capable
of consistently delivering long‑term returns. Regular dialogue
between the Investment Manager and lenders is crucial to
supporting the Company’s relationship with them.
Outcomes
Details of the RCF PINT has put in place can be found on page 39.
Lenders
Importance
The Company can only operate as an investment trust and a listed
company if it conducts its affairs in compliance with applicable
rules and regulations. Regulators such as the Financial Conduct
Authority (FCA) and the Financial Reporting Council (FRC) have a
legitimate interest in how PINT operates in the market and treats
its shareholders.
Board engagement
The Board regularly considers how it meets its regulatory and
statutory obligations and how any governance decisions it makes
can have an impact on its stakeholders, both in the shorter and in
the longer term. The Board receives reports from its third‑party
providers, including the Investment Manager and the Company
Secretary, on the Company’s compliance and considers any
inspections or reviews that are commissioned by regulatory
bodies.
Outcomes
The Board regularly checks that PINT’s policies and procedures
remain compliant with all applicable regulations.
Regulators
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PRINCIPAL DECISION LONG‑TERM IMPACT
STAKEHOLDER CONSIDERATIONS
ANDENGAGEMENT OUTCOME
Extension of the
term of the RCF
The RCF extension provides the Company with
longer‑term certainty over its liquidity position and,
in time, is expected to support further investment in
high‑quality infrastructure assets from Pantheon's
investment pipeline.
The Investment Manager engaged extensively with
Lloyds and RBSI, PINT's existing lenders, to agree the
extension of the facility.
On 19 March 2024, PINT announced
that it had agreed to extend the
term of its multi‑currency RCF of
£115 million. The loan facility will
now mature in March 2027; the terms,
including pricing, remained broadly
unchanged.
Increasing the
budget for the share
buyback programme
The Board regularly assesses the Company's optimal
approach to capital allocation in light of its forecast cash
flows, dividend target and expectations of dividend
cover.
The Board made its decision following hearing the
views of, and feedback from, shareholders, as well
as the advice of our broker and the Manager – the
Board believes that seeking to address the discount
is important to the Company, and our investors, and
that share buybacks represent an attractive use of
shareholders' capital where surplus means are available.
On 3 April 2024, as part of the 2023
results, the Company announced that
an additional £8.4 million had been
allocated for further share buybacks,
to restore the total remaining (at the
time) programme commitment to £10
million.
New recruitment to
the Board
Continued refreshing of the Board is important to ensure
that PINT’s Board has the right skills, experience and
diversity to deliver the Company's long‑term strategic
plans and ambition.
The Board considered: the recommendations and
expectations of stakeholders, including the Parker
Review panel; shareholders; best practice; and the views
of proxy voting agencies.
In February 2025, PINT announced the
appointment of Tony Bickerstaff to the
Board. More details are on page 83.
S172(1)
STATEMENT
CONTINUED
The mechanisms for engaging with stakeholders are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective. Examples of
the Board’s principal decisions during the year, how the Board fulfilled its duties under section 172 and the related engagement activities, are set out below:
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Image caption
PATRICK O'DONNELL BOURKE
Audit and Risk Committee Chair
PRINCIPAL RISKS
AND UNCERTAINTIES
The Company is exposed to a variety of risks and
uncertainties and the Board is ultimately responsible for the
risk management of the Company. It seeks to achieve an
appropriate balance between mitigating risk and generating
long‑term sustainable risk‑adjusted returns for shareholders.
Integrity, objectivity and accountability are embedded in
the Company’s approach to risk management. The Board
exercises oversight of the risk framework, through its Audit
and Risk Committee, and has undertaken a robust assessment
and review of the principal risks facing the Company,
including those that would threaten its business model, future
performance, solvency or liquidity.
The Company is reliant on the risk management frameworks
of the Investment Manager and other key service providers,
as well as on the risk management operations of each
Portfolio Company. The Board manages risks through reports
from the Investment Manager and other service providers
and through regular updates on the operational and financial
performance of Portfolio Companies.
For each risk, and for emerging risks, the likelihood and
consequences are identified, and the management controls
and frequency of monitoring are confirmed and reviewed
during Audit and Risk Committee meetings. Please see on
the next page a summary of the principal risks and their
mitigation.
Integrity, objectivity
and accountability
are embedded in the
Company’s approach
toriskmanagement.
Risk
management
procedure
Monitoring
and reporting
Risk
identification
and
assessment
Control
and mitigation
Risk appetite
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PRINCIPAL RISKS
AND UNCERTAINTIES
CONTINUED
RISK DESCRIPTION OF RISK MITIGATION
Investment
performance
Level
•
A fall in demand for the Portfolio Companies’ services or products
below the levels used in underlying valuation assumptions could
lead to adverse financial performance of the Portfolio Company.
•
Performance below its target and not comparable to
benchmark/ industry average may lead to a fall in PINT's
quoted share price.
•
Consistently poor performance may lead to fall in quoted share
price and impact discount.
•
The Investment Manager conducts sensitivity analysis and demand stress testing in its due diligence on
assets.
•
The Company co‑invests alongside experienced Sponsors who work closely with the management
teams of each Portfolio Company.
•
The investment strategy is to target assets that have the majority of their cash flows protected through
contractual structures or regulatory underpinning, which limits demand risk.
•
The Board reviews the investment performance of the Company on a quarterly basis to ensure
adherence to the investment policy.
Market conditions
and macroeconomic
risk
Level
•
Macroeconomic or market volatility, as the result of the Russian
invasion of Ukraine and the conflict in the Middle East, presents
a significant threat to the global economy, resulting in a potential
combination of high inflation, interest rates and uncertain supply
chains, which flows through to pricing, valuations and Portfolio
performance.
•
Change in foreign exchange rates may affect the value of the
Company's investments.
•
Recession in Europe, the US or the UK could impact the growth
prospects of one or more of the Portfolio Companies.
•
Rising inflation and interest rates may lead to higher financing
costs for a Portfolio Company, which could adversely impact its
profits.
•
Discount rates used in the valuation of investments may need to
increase in line with increasing interest rates.
•
The Company targets a diversified infrastructure programme with exposures across sectors and
geographies; historically, infrastructure sub‑sectors have exhibited low to moderate correlation of
returns relative to one another.
•
The Company has a foreign exchange hedging programme in place.
•
Portfolio Companies could put in place inflation protection by seeking to include inflation adjustment
mechanisms in their contracts.
•
Certain Portfolio assets already provide inflation protection via contracted revenues linked to inflation.
•
Portfolio Companies could also put in place interest rate hedges.
•
Discount rates are reviewed regularly as part of quarterly valuations.
Political and
regulatory changes
Level
•
Political actions and regulatory changes may adversely impact the
operating and revenue structure of Portfolio Companies.
•
Complexity of government regulatory standards may result in
litigation/disputes over interpretation and enforceability.
•
The Company predominantly targets investments in North America, Europe and Australasia which have
broadly stable legal, political and regulatory regimes.
•
The Investment Manager conducts due diligence on the regulatory risks of a prospective Portfolio
Company to ensure protections in the underlying contracts are in place.
Share price trading
below NAV
Level
•
Market sentiment has resulted in the Company's share price falling
below its NAV, which is currently preventing new equity capital
raises. An inability to raise new equity capital is inhibitive to scaling
the Portfolio.
•
Alternative forms of capital such as debt can be considered.
•
Opportunistic sale of targeted existing assets.
•
The Company has put in place a share buyback programme and has been buying back shares.
•
The Investment Manager constantly targets new shareholders.
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PRINCIPAL RISKS
AND UNCERTAINTIES
CONTINUED
RISK DESCRIPTION OF RISK MITIGATION
Liquidity
management,
including level and
cost of debt
Reducing
•
Failure to manage the Company’s liquidity position, including
cash and credit facilities, could result in insufficient liquidity to
pay dividends and operating expenses or to make new or support
existing investments.
•
High levels and cost of debt within the Company and/or the special
purpose vehicles which invest in the Portfolio Companies could
result in covenant breaches and/or increased volatility in the
Company’s NAV.
•
Regular reporting of current and projected liquidity, under both normal and stress conditions.
•
Liquidity availability is assessed during the allocation of new investment opportunities.
•
The Board and Investment Manager review Company debt levels and covenants, on a quarterly basis,
to ensure they stay within the leverage cap that has been established to limit exposure to debt‑related
risks.
•
Debt levels within Portfolio Companies are reviewed by the Investment Manager as part of due
diligence.
Portfolio
concentration risk
Level
•
Portfolio concentration risk in relation to exposure to individual
assets, operators, geographies and asset types. This could impact
NAV and ultimately affect the Company’s targeted rate of return.
•
The Board conducts quarterly reviews of the investment portfolio against the Company’s investment
policy and criteria.
•
Investment restrictions outlined in the investment policy are designed to reduce portfolio concentration
risk.
•
The Company currently has a balanced portfolio of 13 investments across the infrastructure sub‑sectors
it targets.
Valuation risk
Level
•
In valuing its investments in Portfolio Companies and publishing its
NAV, the Company relies to a significant extent on the accuracy of
financial and other information provided by underlying Sponsors,
to the Investment Manager. There is the potential for inconsistency
in the valuation methods adopted by Sponsors of these companies
and/or for valuations to be misstated.
•
The valuation of investments is based on periodically audited valuations that are provided by Sponsors.
•
Pantheon carries out a formal valuation process involving quarterly reviews of valuations, the
verification of audit reports and a review of any potential adjustments required to ensure reasonable
valuations in accordance to fair market value principles under Generally Accepted Accounting Principles
(GAAP).
•
In due course, valuations should be validated by realisations of the underlying Portfolio Companies.
Investment Manager
Level
•
An over‑reliance on the Investment Manager. A failure of the
Investment Manager to retain or recruit appropriately qualified
personnel, or put in place an appropriate succession plan,
may have a material adverse effect on the Company’s overall
performance.
•
The Board performs an ongoing review of the Investment Manager’s performance in addition to a formal
annual review.
•
Pantheon continues to invest in its talent and regularly considers succession planning.
Tax status and
legislation
Level
•
Failure to observe requirements to maintain investment trust tax
status in the UK.
•
Failure to understand tax risks when investing or divesting could
lead to tax exposure or financial loss.
•
The Board, through the Company Secretary, ensures that the Company meets the criteria to maintain
the current investment trust status of the Company.
•
The Board has engaged a third party to provide taxation advice and Pantheon’s investment process
incorporates the assessment of tax.
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PRINCIPAL RISKS
AND UNCERTAINTIES
CONTINUED
RISK DESCRIPTION OF RISK MITIGATION
Third‑party
providers
Level
•
Poor performance by third‑party service providers could result
in an inability to perform key functions (e.g. reporting, record
keeping etc.) effectively. This could result in the loss of Company
information, errors in published information or damage to its
reputation.
•
The Board reviews and signs off contractual arrangements with all key service providers.
•
The Board reviews the performance of key service providers annually.
Cyber security
Level
•
Cyber security risk which could arise from reputational damage
from theft or loss of confidential data through cyber hacking.
•
The Audit and Risk Committee reviews service providers’ cyber security arrangements, controls
and business continuity processes to ensure any data loss is mitigated and reputational damage is
minimised.
Climate change
Level
•
Climate change causing physical and transition risks could impact
the financial performance of the Portfolio. Physical risks arising
from extreme weather events could impact the operations of a
Portfolio Company. In addition, transition risk in terms of policy,
legal, technological, market and reputation risks could negatively
impact the operations of the assets.
•
The Investment Manager conducts due diligence in relation to climate change matters before making
investment decisions.
•
The Company invests in assets with strong management teams that have a long track record of actively
managing physical risks such as maintenance schedules.
•
The Company has in place an ESG & Sustainability Policy, including taking account of sector exclusions.
Global geopolitical
risk
Rising
•
Geopolitical turbulence (e.g. trade wars, Ukraine/Russia,
Israel conflict): medium and long‑term impact of global economies,
including energy prices and interest rates, and individual
companies to which the Company has exposure.
•
New or increasing geopolitical risks including further conflict,
supply chain disruption (e.g. Red Sea), sanctions, new legislation
(e.g. US tariffs), investment restrictions, impact of new global world
order.
•
Market and currency volatility may affect returns. Geopolitical
undercurrents may disrupt long‑term investment and capital
allocation decision making.
•
Pantheon continuously monitors geopolitical developments and societal issues relevant to its business.
•
Assessment of exposures to impacted assets and monitoring of overall programme against industry
benchmarks.
•
The Company monitors the impact of geopolitical trends on the overall Portfolio as well as on individual
sectors and companies.
•
Portfolio Companies are in OECD countries.
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Period of assessment
Pursuant to provision 31 of the UK Corporate Governance
Code 2018, and the AIC Code of Corporate Governance,
the Board has assessed the viability of the Company over
a three‑year period from 31 December 2024. The Directors
consider that a three‑year period to December 2027 is
appropriate for assessing the Company’s viability. There is
greater predictability of the Company’s cash flows over that
time period and increased uncertainty surrounding economic,
political and regulatory changes over the longer term.
The Company has a diverse Portfolio of infrastructure
investments, expected to produce cash distributions which
cover costs, and eventually expected to cover the Company’s
dividend target as the Portfolio matures and realisations
occur. The defensive nature of the Portfolio and of the
essential services that the businesses in which the Company
invests provide to their customers, are being demonstrated
in the current climate, with infrastructure assets providing
strong downside protection across market cycles given the
regulated and highly contracted nature of cash flows, which
typically offer strong inflation protection.
Against this background, in making their assessment, the
Directors have reviewed the reports of the Investment
Manager in relation to the resilience of the Company, taking
account of its current position, the principal risks facing it in
a downside scenario including disruption to the supply chain
and increases in the cost of living, inflationary expectations,
interest rate rises, and any further impact of climate change
on the Company’s portfolio. As discussed in Note 1 to the
financial statements, the effectiveness of any mitigating
actions and the Company’s risk appetite were also considered
as part of the various downside liquidity scenario modelling
carried out, after which the Directors came to their conclusion
as to the Company’s viability over the three‑year period.
The Investment Manager considers the future cash
requirements of the Company before acquiring or funding
investments in Portfolio Companies. Furthermore, the Board
receives regular updates from the Investment Manager on
the Company’s cash and debt position. The RCF was undrawn
at 31 December 2024. It is assumed that the RCF will be
renewed on similar terms prior to its maturity in March 2027.
The Board considered the Company’s viability over the
three‑year period based on a working capital model prepared
by the Investment Manager. The working capital model
forecasts key cash flow drivers such as capital deployment
rate, investment returns and operating expenses. As part of
the modelling, no capital raises were assumed to occur during
the three‑year period.
The results of stress testing showed that the Company would
be able to withstand the impact of various scenarios occurring
over the three‑year period. The Directors also considered
the Company’s position with reference to its investment trust
structure, its business model, its business objectives, the
principal risks and uncertainties as detailed on pages 57 to 60
of this report and its present and projected financial position.
As part of the overall assessment, the Directors took into
account the Investment Manager’s culture, which emphasises
collaboration and accountability, the Investment Manager’s
conservative approach to balance sheet management, and
its emphasis on investing with underlying Sponsors that are
focused on generating outperformance.
To support their statement, the Directors also took into
account the nature of the Company’s business, including the
available liquidity, the potential of its portfolio of investments
to generate future income and capital proceeds, and the
ability of the Directors to minimise the level of cash outflows,
if necessary. Based on the above assessment, the Directors
have a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall due
over the three‑year period to December 2027.
On behalf of the Board
Vagn Sørensen
Chair
31 March 2025
VIABILITY
STATEMENT
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GOVERNANCE
AT A GLANCE
Board Committees
4
Since
October
2021
1
Since
February
2025
Board structure
3
Male
2
Female
Board length of tenure
1
Board gender diversity
1
What’s in this section
Board of Directors.................................................................. 63
Management team .......... ..................................................65
Chair’s introduction to corporate governance .................. 68
Audit and Risk Committee report .........................................75
Management Engagement Committee report .................. 80
Nomination Committee report ..............................................82
Sustainability Committee report ......................................... 84
Directors’ remuneration report ............................................ 86
Directors’ report ...................................................................... 91
Directors’ responsibility statement ......................................95
The Board
Audit and Risk
Committee
Remuneration
Committee
Disclosure
Committee
Sustainability
Committee
Management
Engagement
Committee
Nomination
Committee
Audit and Risk
Management
Engagement Nomination Remuneration Disclosure Sustainability
Vagn Sørensen —
Anne Baldock
Andrea Finegan
Patrick O'Donnell Bourke
Anthony Bickerstaff
Read more about The Board's governance policy online at www.pantheoninfrastructure.com
1. As at the date of this report.
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BOARD
OF DIRECTORS
Audit and Risk Committee Management Engagement Committee Nomination Committee Remuneration Committee Disclosure Committee Sustainability Committee Committee Chair
C
CC
C
C
Mr Vagn Sørensen is an experienced non‑executive chair and
director of listed and private companies.
After attending Aarhus Business School and graduating with a MSc
degree in Economics and Business Administration, Mr Sørensen
began his career at Scandinavian Airlines Systems in Sweden, rising
through numerous positions in a 17‑year career before becoming
Deputy CEO with special responsibility for Denmark. Between 2001
and 2006, Mr Sørensen served as President and Chief Executive
Officer for Austrian Airlines Group in Austria, a business with
approximately €2.5 billion of turnover, 8,000 employees and listed on
the Vienna Stock Exchange.
Mr Sørensen also served as Chair of the Association of European
Airlines in 2004. Since 1999, Mr Sørensen has been a Tier 1 senior
industrial adviser to EQT, a private equity sponsor, and has been
a non‑executive director or chair of a number of their Portfolio
Companies. Since 2008, Mr Sørensen has been a senior adviser to
Morgan Stanley Investment Bank.
Mr Sørensen is currently Chair of Air Canada (since 2017) and a
non‑executive director of CNH Industrial and Royal Caribbean
Cruises. Previous non‑executive appointments have included Chair
of SSP Group (2006‑2020), Chair of Scandic Hotels AB (2007‑2018),
Chair of TDC A/S (2006‑2017) and Chair of FLSmidth & Co
(2009‑2022).
Ms Anne Baldock is an experienced board member and lawyer with
over 30 years’ experience in the infrastructure sector.
Ms Baldock graduated in law from the London School of Economics
and was a qualified Solicitor in England and Wales from 1984 to
2012. Ms Baldock was a Partner at Allen & Overy LLP between 1990
and 2012, during which time she was Managing Partner, Projects
Group London (1995‑2007), member of the firm’s Global/Main
Strategic Board (2000‑2006) and Global Head of Projects, Energy
and Infrastructure (2007‑2012). Notable transactions included the
Second Severn Crossing, Eurostar, the securitisation of a major UK
water utility and several major PPP projects in the UK and abroad.
Ms Baldock’s current roles include Senior Independent Director and
Chair of the Investment Committee for East West Railway Company
Limited (the government‑owned company constructing the new
Oxford to Cambridge railway), Ms Baldock also serves as the
Senior Independent Director, as well as Chair of the Remuneration
and Nomination Committees, of the Restoration and Renewal
Delivery Authority Limited (the delivery body created by parliament
to deal with the restoration of the Houses of Parliament). Among
her previous roles, Anne served as a non‑executive director and
Chair of the Remuneration Committee of Electricity North West
Limited, a non‑executive director of Thames Tideway Tunnel,
non‑executive director of Hydrogen Group (AIM‑listed) and a
Trustee of Cancer Research UK.
Ms Andrea Finegan is an experienced infrastructure asset management
professional with over 30 years of sector experience.
After graduating from Loughborough University, Ms Finegan held
investment banking roles at Deutsche Bank and Barclays Capital,
before joining Hyder Investments as Head of the Deal Closing Team.
Between 1999 and 2007, Ms Finegan worked at Innisfree Limited, the
investment manager of an £8 billion infrastructure asset portfolio,
latterly as Board Director and Head of Asset Management. Ms Finegan
subsequently served as Chief Operating Officer, ING Infrastructure
Funds and Fund Consultant to Climate Change Capital.
In 2012 Ms Finegan joined Greencoat Capital LLP for the set up
and launch of Greencoat UK Wind Plc, the renewable infrastructure
investment trust, then, in 2013, became Chief Operating Officer until
2018, a position that included structuring and launching another
renewable energy infrastructure fund listed on the London Stock
Exchange and Euronext Dublin (Greencoat Renewables Plc) and a
number of private markets solar energy funds.
Ms Finegan is currently Chair of the Valuation Committee of Schroders
Greencoat LLP, a role she has held since 2015, and independent
consultant to the board of Sequoia Economic Infrastructure Income
Fund Limited, working closely with the ESG & Stakeholder Committee
and the Risk Committee.
VAGN SØRENSEN
Chair and Nomination Committee Chair
Appointed to the Board 4 October 2021
ANNE BALDOCK
Senior Independent Director and Chair
oftheRemunerationCommittee
Appointed to the Board 4 October 2021
ANDREA FINEGAN
Management Engagement Committee
and Sustainability Committee Chair
Appointed to the Board 4 October 2021
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BOARD
OF DIRECTORS
CONTINUED
Audit and Risk Committee Management Engagement Committee Nomination Committee Remuneration Committee Disclosure Committee Sustainability Committee Committee Chair
Mr Patrick O’Donnell Bourke is an experienced board member with more
than 29 years of experience in energy and infrastructure.
After graduating from Cambridge University, Mr O’Donnell Bourke
started his career at Peat Marwick, Chartered Accountants (now KPMG)
and qualified as a Chartered Accountant. After that he held a variety
of investment banking positions at Hill Samuel and Barclays de Zoete
Wedd. In 1995, he joined Powergen Plc, where he was responsible for
mergers and acquisitions before becoming Group Treasurer. In 2000,
Mr O’Donnell Bourke joined Viridian Group Plc as Group Finance Director
and later became Chief Executive, appointed by the private equity
shareholder following takeover in 2006.
In 2011, he joined John Laing Group, a specialist international investor
in, and manager of, greenfield infrastructure assets where he served
as CFO until his retirement in 2019. While at John Laing, he was part
of the team which launched the John Laing Environmental Assets Fund
(now Foresight Environmental Infrastructure) on the London Stock
Exchange in 2014.
Mr O’Donnell Bourke currently serves as Chair of the Audit Committee of
Harworth Group Plc (a leading UK regenerator of land and property for
development and investment). Mr O’Donnell Bourke was previously Chair
of Ecofin US Renewables Infrastructure Trust Plc, Chair of the Audit and
Risk Committee at Calisen Plc (an owner and operator of smart meters in
the UK) and Chair of the Audit Committee at Affinity Water.
Mr Anthony Bickerstaff has had a successful executive and
non‑executive career and is an experienced finance professional
with commercial, strategic and financial expertise across the
infrastructure, energy, utilities, transportation and logistics sectors.
Tony has significant experience of working with the government in
infrastructure investment and low‑carbon energy generation.
From February 2022 to March 2025, Mr Bickerstaff was the Chief
Financial Officer of Cadent Gas Limited, the UK’s largest gas
distribution network. He was a non‑executive Director of Wincanton
plc from September 2020, and Chair of the Audit Committee from
March 2021 until April 2024.
Prior to this, Mr Bickerstaff was the CFO of Costain Group plc,
the FTSE All‑Share infrastructure solutions company. He was also a
Non‑Executive Director and Chair of the Audit and Risk Committee
at Low Carbon Contracts Company Limited, set up to administer
the government’s investment in the generation of low‑carbon
electricity, from November 2014 to October 2020. Before that,
Mr Bickerstaff held a number of senior management and financial
positions at the Taylor Woodrow Group and served as the Finance
Director for the Construction division between 2001 and 2006.
Mr Bickerstaff is a Fellow of the Association of Chartered Certified
Accountants (ACCA).
PATRICK O’DONNELL BOURKE
Audit and Risk Committee Chair
Appointed to the Board 4 October 2021
ANTHONY BICKERSTAFF
Non-executive Director
Appointed to the Board 11 February 2025
C
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GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
MANAGEMENT
TEAM
Kathryn is a Partner and Global Head of Real
Assets, which includes infrastructure, real estate
and other real assets. Kathryn is a member of
Pantheon’s Partnership Board, International
Investment Committee, Global Infrastructure and
Real Assets Committee and Real Estate Investment
Committee. Prior to joining Pantheon, Kathryn was
with GIC Special Investments, before which she
was responsible for direct investments at Centre
Partners, a New York‑based private equity firm.
Kathryn began her career in Morgan Stanley's
Investment Banking Division where she pursued
real estate investments. Kathryn has a bachelor’s
and a master’s degree in modern languages from
Oxford University, and is based in San Francisco.
Andrea is a Partner and Head of Pantheon’s Global
Infrastructure and Real Assets Team. Andrea
is responsible for global infrastructure and real
assets investments covering primary, secondary
and co‑investments. Andrea is a member of the
International Investment Committee and Global
Infrastructure and Real Assets Committee. Andrea
has an engineering industry background followed
by 21 years’ experience in the infrastructure
finance and investment sectors. Prior to joining
Pantheon, Andrea led infrastructure direct and
co‑investment teams for Société Générale,
Macquarie Capital and ABN AMRO, delivering
successful investments in both brownfield
operating and greenfield PPP assets. Andrea has
a BEng in mechanical engineering from Imperial
College of Science, Technology and Medicine.
Andrea is based in London.
Richard is a Partner and Head of Europe in
Pantheon’s Global Infrastructure and Real Assets
Investment Team where he leads its European
investment activity and team. Richard is a member
of the Global Infrastructure and Real Assets
Committee. Richard has 29 years of experience
in infrastructure private equity, corporate finance
and project finance at leading institutions including
InfraRed Capital Partners, HSBC, ABN AMRO and
BNP Paribas. Richard's experience spans investing
in primary, secondary, co‑investments and direct
investments across all infrastructure sub‑sectors
and global OECD markets. Richard holds a BSc and
MBA from Imperial College of Science, Technology
and Medicine. Richard is based in London.
Paul is a Partner in Pantheon’s Global Infrastructure
and Real Assets Investment Team and a member
of the Global Infrastructure and Real Assets
Committee. Paul worked previously at GIC,
from 2012, where he was Senior Vice President,
infrastructure with a global remit focusing
on primary, secondary and co‑investment
opportunities. Paul also has expertise in
infrastructure direct investing and infrastructure
debt transactions. Prior to GIC, Paul worked
at Challenger Infrastructure and Macquarie
Capital. Paul studied Business at the University
of Edinburgh. He is also a CFA Charterholder,
a Chartered Accountant, and a Member of the
Securities Institute. Paul is based in San Francisco.
RICHARD SEM
Partner, manager of PINT and GIRAC member
(joined 2017, 29 years
of private markets experience)
KATHRYN LEAF
Partner and GIRAC member
(joined 2008, 26 years
of private markets experience)
ANDREA ECHBERG
Partner and GIRAC member
(joined 2012, 29 years
of private markets experience)
PAUL BARR
Partner and GIRAC member
(joined 2021, 23 years
of private markets experience)
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Janice is a member of Pantheon’s Global
Infrastructure team, where she focuses on
the analysis, evaluation and completion of
infrastructure and real asset investment
opportunities in the US. She was previously an
investment specialist at SteelRiver Infrastructure
Partners and Babcock & Brown. Janice started
her career in the Power and Utilities banking
group at Barclays. She holds a BA in Economics
and Operations Research from Columbia College.
Janice is based in San Francisco.
JANICE INCE
Partner and GIRAC member
(joined in 2019, 23 years' experience)
MANAGEMENT
TEAM
CONTINUED
Jérôme is a member of Pantheon’s Global
Infrastructure and Real Assets Investment Team
where he focuses on the analysis, evaluation
and completion of infrastructure and real assets
transactions in Europe. Jérôme is a member
of Pantheon’s Global Infrastructure and Real
Assets Investment Committee and Sustainability
Committee. Jérôme joined from Paris‑based
placement agent, Global Private Equity, where
he worked for over three years. Jérôme holds
an MSc in telecommunications from ESIGELEC
engineering school and a Master in Business from
the ESCP‑EAP European School of Management.
Jérôme is based in London.
Dinesh is a Partner in Pantheon’s Global
Infrastructure and Real Assets Investment Team
where he focuses on the analysis, evaluation
and completion of infrastructure and real asset
investment opportunities in the US. Prior to joining
Pantheon, Dinesh was a Vice President in Goldman
Sachs’ Global Natural Resources group where he
executed on a variety of M&A and capital markets
transactions across the infrastructure, power and
utilities sectors. Previously, Dinesh was in the
Power & Utilities group in the Investment Banking
Division at RBC in New York. Dinesh holds a BS in
Electrical and Computer Engineering from Cornell
University and MBA from NYU’s Stern School of
Business. Dinesh is based in San Francisco.
Evan is a Partner in Pantheon’s Global
Infrastructure and Real Assets Investment Team
and a member of Pantheon’s Global Infrastructure
and Real Assets Investment Committee. Prior to
joining Pantheon, Evan held positions at Polaris
Venture Partners in Boston and JP Morgan
in London. Evan received a BS from Boston
University’s School of Management with a
concentration in finance and a minor in economics.
Evan is based in San Francisco.
EVAN CORLEY
Partner and GIRAC member
(joined 2004, 21 years
of private markets experience)
JÉRÔME DUTHU‑BENGTZON
Partner and GIRAC member
(joined 2007, 21 years
of private markets experience)
DINESH RAMASAMY
Partner and GIRAC member
(joined 2016, 14 years
of private markets experience)
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GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Eimear is a Partner and Global Head of ESG, with
responsibility for overseeing and developing
Pantheon’s ESG strategy, frameworks and range
of initiatives. Eimear chairs Pantheon’s ESG
Committee and is a member of the International
Investment Committee. Prior to joining the
firm, Eimear worked for 14 years in private
equity‑focused ESG roles, including most recently
as Managing Director and Head of Responsible
Investment at Intermediate Capital Group. Before
that she worked at the Carlyle Group.
EIMEAR PALMER
Partner and Global Head of ESG
(joined 2022, 17 years of private markets
experience)
MANAGEMENT
TEAM
CONTINUED
Farid is a Vice President within Pantheon’s Private
Wealth team, where he has operational oversight
for the reporting, valuation and external audit of
Pantheon's UK listed products including PINT.
Prior to joining Pantheon, Farid was the Financial
Controller for John Laing Capital Management,
responsible for their listed funds. He also spent
time in various finance and operations roles
within 3i Group plc, before moving to their listed
infrastructure fund. Farid holds a BSc (Hons) in
Accounting & Computing from Oxford Brookes
University and is a qualified Chartered Accountant.
Farid is based in London.
Xiyue is an Associate in Pantheon’s Global
Infrastructure and Real Assets team, where she is
responsible for supporting PINT. Prior to joining
Pantheon, Xiyue worked in a business and investor
advisory role at Arup London. Xiyue trained and
qualified as a Chartered Accountant at Deloitte
London and holds a MEng (Hons) in Chemical
Engineering from Imperial College London. Xiyue
is based in London.
Ben is a Principal in Pantheon’s Global
Infrastructure and Real Assets team, where
he is focused on portfolio management for
PINT. Ben has previously worked in investment
management roles at Gravis Capital Management,
Hadrian's Wall Capital and John Laing. Ben holds
a BEng (Hons) in Manufacturing and Mechanical
Engineering from the University of Warwick
and has completed all three levels of the CFA
qualification. Ben is based in London.
BEN PERKINS
Principal
(joined 2022, 17 years of private market
experience)
FARID BAREKATI
Vice President
(joined 2020, 14 years of private market
experience)
XIYUE XU
Associate
(joined 2024, 3 years of private market
experience)
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GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
VAGN SØRENSEN
Chair
I am pleased to present our third corporate governance
report, in which we explain how we meet and maintain
high standards of corporate governance, as PINT evolves
and matures as a listed company. As the Board, we are
accountable to our shareholders for sound governance
and effective leadership of the Company, both of which
are inextricably linked, and we remain focused on PINT’s
long‑term sustainable success.
As we reported last year, I plan to step down at our Annual
General Meeting in 2025, so in 2024, the Nomination
Committee, led by Anne Baldock, our Senior Independent
Director, led the search for my replacement. In September
2024, we were delighted to announce to our shareholders
that we will be recommending that our Chair of the Audit and
Risk Committee, Patrick O’Donnell Bourke, is my successor
as Chair of the Board. Mr O’Donnell Bourke brings a wealth
of experience to the role and benefits from familiarity with
the Company through his tenure as a Director and Chair of
the Audit and Risk Committee since IPO. In late 2024, we
therefore began a search for Patrick’s replacement, and we
were pleased to announce Tony Bickerstaff’s appointment to
the Board on 11 February 2025. If elected, Mr Bickerstaff will
assume the role of the Chair of the Audit and Risk Committee
from the conclusion of our 2025 AGM. Subject to shareholder
approval, Patrick will become the Chair of the Board at the
same time. I am working closely with Patrick to hand over my
responsibilities as the Chair of the Board. In March 2025, we
began a search to appoint another Board member and more
details about the process can be found on page 83.
During the second half of the year, the Board undertook an
externally facilitated Board performance review, to benefit
from independent insight, especially as we prepare for a
change in chairmanship. More details on the process, results
and actions we will take forward can be found on page 71.
In 2024, we also continued to refine PINT’s governance
framework: we developed a Board governance policy, which
helps us clearly present PINT’s governance framework
and processes; we considered the scope of our ESG &
Sustainability Committee, which is now our Sustainability
Committee; PINT also published its sustainability report for
2023, which included product‑level disclosures aligned with
the TCFD recommendations. The Directors also continued
to spend time on the matters important to our shareholders,
including managing the share price discount and dividends,
as well as thinking about our longer‑term succession plans,
beyond the changes to the Board which will be proposed to
our shareholders for approval at the 2025 AGM.
Looking ahead, we are anticipating the latest developments
to governance best practice, and expect to fully comply
with the requirements of the new UK Corporate Governance
Code and the AIC Code of Corporate Governance (the 'AIC
Code'), which apply to financial periods beginning on or after
1 January 2025 – with the exception of UK Code Provision 29,
which applies from 1 January 2026. More information on how
we have been preparing to meet the new requirements can be
found on page pages 77 and 78.
CHAIR'S INTRODUCTION TO
CORPORATE GOVERNANCE
Sound governance and
effective leadership
of the Company are
inextricably linked,
and weremainfocused
on PINT’s long‑term
sustainable success.
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GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Statement of compliance
Throughout the year, PINT applied the principles of the AIC
Code. By reporting against the AIC Code, PINT meets the
obligations of the FRC’s UK Corporate Governance Code
(the ‘UK Code’). This means that we provide additional
disclosures against provisions of the AIC Code relevant to
investment companies. The AIC Code is available on the AIC
website (theaic.co.uk) and detailed explanations of how the
Board applies the principles of the AIC Code can be found
throughout this report. PINT’s purpose, culture and values
are described in the strategic report on pages 42 to 44.
Throughout the year ended 31 December 2024, the Company
complied with all principles and provisions of the AIC Code,
except Provision 24, which recommends that each board
should disclose a policy on Chair's tenure – we explain this on
page 70.
The Board of Directors
PINT is led by a Board of independent non‑executive
Directors, who are responsible for promoting the long‑term
success of the Company, and generating sustainable,
attractive returns over the long term. Biographies of the
Directors, including how their skills and experience support
PINT’s needs and strategic direction, and details of their
other directorships and significant commitments can be
found on pages 63 and 64. Maintaining an appropriate
balance of skills, experience, ages and tenure among its
members, the Directors possess a wide range of business,
financial and infrastructure expertise relevant to the strategy
of the Company and this is shown in more detail on page 73.
Further details on the Board composition and diversity can
be found on page 70.
During the year, the Board satisfied itself that all Directors
did, and remain able to, commit sufficient time to discharge
their responsibilities effectively, taking into account their
other significant commitments. The terms and conditions of
the appointment of the non‑executive Directors are set out
in letters of appointment, copies of which are available for
inspection at the registered office of the Company and will be
available at the AGM. None of the Directors has a contract of
service with the Company.
Board responsibilities and relationship
withthe Investment Manager
There is a clear division of responsibilities between the Chair,
the Directors, the Investment Manager and the Company’s
other third‑party service providers. The role of the Board
is to promote the long‑term sustainable success of PINT,
generating value for our shareholders while having regard to
the interests of our other stakeholders, PINT’s reputation and
the impact PINT might have on local communities and the
environment. The Board is responsible for the determination
and implementation of the Company’s investment policy and
for monitoring compliance with the Company’s objectives,
it also determines the parameters of the investment strategy
and risk management policies. The Board is responsible for
approving the valuation of assets. The Chairman of the Audit
and Risk Committee attends the Manager's interim and final
Valuation Committees to observe and oversee the Manager's
process of determining the annual valuations, before they are
recommended to the Board. The Investment Manager’s role
is to implement the strategy, make investment decisions, and
manage the Company’s assets in line with PINT’s investment
objectives and policies and subject to certain investment
restrictions; the Investment Manager can also exercise its
judgement and sets the investment and risk management
strategies in relation to currency exposure.
At each Board meeting, the Directors review the Company’s
performance against its strategy, the underlying investments
and their performance, asset allocation, gearing, cash
management, investment outlook, pipeline of new deals, peer
group performance, marketing, investor relations, any relevant
governance matters and wider market conditions and trends.
The Directors also regularly consider share price and level
of premium or discount. There is an ongoing communication
between the Investment Manager and the Board outside the
usual meeting cycle, and the Investment Manager provides
the Directors with the relevant management, financial and
regulatory information to facilitate the Board’s decision
making. All the Board’s responsibilities are set out in the
schedule of Matters Reserved for the Board, and certain
duties are delegated to the Board Committees. During the
year, the Board was supported by: the Audit and Risk
Committee, the Nomination Committee, the Management
Engagement Committee, the Remuneration Committee, the
Sustainability Committee and the Disclosure Committee.
Each of the Board Committees has its own terms of reference,
which are regularly reviewed and approved by the Board,
and clearly define the areas of responsibility. The terms
of reference, as well as Matters Reserved for the Board,
are available on the Company’s website
(www.pantheoninfrastructure.com). The reports on their
work are included in this report, except for the Disclosure
Committee, which meets on an ad hoc basis, when required
to oversee the disclosure of information by the Company to
meet its obligations under the Market Abuse Regulation and
the FCA’s Listing Rules and the Disclosure Guidance and
Transparency Rules.
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Directors’ independence
In accordance with the Listing Rules that apply to closed‑ended investment entities, and
applying the principles of the AIC Code, the Nomination Committee reviewed the Directors’
independence and concluded that all Board members remain independent in both character
and judgement.
Chair and Director tenure/re‑appointment of Directors
Applying the principle of the AIC Code, the Board considered setting a formal policy on tenure
for the Chair and Directors. At present, the Board members, except for Tony Bickerstaff, have
served on the Board since PINT's IPO in late 2021. In line with our succession plan, the Chair
will step down at the 2025 AGM, and Patrick O’Donnell Bourke, who has served on the Board
since October 2021, will assume the chairmanship of the Board. Led by the SID, the Chair’s
performance continues to be evaluated by the other Directors every year, and the results
of the review inform the Directors’ recommendation on his re‑election at PINT’s AGMs. The
review conducted in 2024 considered the upcoming change to the chairmanship of the Board,
and the Board members, anonymously, provided feedback and advice to Mr O’Donnell Bourke
as he prepares to step into the role of the Chair. With that in mind, rather than set specific
limits on tenure, the Board believes that, at present, it is appropriate to apply the principle of
annual re‑election to all Directors, including the Chair, and the Directors will consider setting a
formal policy on tenure in future, as we formulate our longer‑term succession plans. In line with
that, all Directors will retire and stand for re‑election at the Company’s AGM on 19 June 2025.
The individual performance of each Board member standing for re‑election was reviewed
(details of this year’s performance review can be found on pages 71 to 72), and the Board’s
recommendation is that shareholders vote in favour of their re‑elections at the AGM.
Board diversity
The Listing Rules require PINT to report against set diversity targets for listed companies and
disclose whether they were met or not. The targets PINT is reporting against are as follows:
1. at least 40% of individuals on the Board are women;
2. at least one senior Board position is held by a woman; and
3. at least one individual on the Board should be from a minority ethnic background.
As at 31 December 2024, PINT met the first two of these three targets and PINT’s female
representation on the Board was 50%. That percentage is 40% as at the date of this report,
since Tony Bickerstaff joined the Board on 11 February 2025. The percentage will return to 50%
after our AGM in June 2025, when Vagn Sørensen steps down from the Board.
One of the senior positions, that of the SID, is held by Ms Baldock. None of the Directors
identify as an ethnic minority individual; two of our members are of White European ethnicity
and three are White British. In the Nomination Committee report on page 83, we explain how
PINT approaches diversity and how ethnic diversity on PINT’s Board is being addressed as
we recruit a new Board member. We continue to review the skills PINT Board needs now and
in future, and recognise that expanding diversity, in all its characteristics, can help promote
the Company’s long‑term success.
Board composition and diversity
1,2
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (SID and
Chair)
Men 2 50% 1
Women 2 50% 1
Not specified/prefer not to say — — —
1. The composition of the Board is shown at 31 December 2024.
2. PINT is an investment trust, therefore, additional reporting relating to executive management is not applicable to the
Company.
The information presented in these tables was collected on a self‑reporting basis.
Number of
Board members
Percentage of
the Board
Number of senior
positions on the
Board (SID and
Chair)
White British or other White
(including minority groups) 4 100% 2
Mixed/multiple ethnic groups — — —
Asian/Asian British — — —
Black/African/Caribbean/Black British — — —
Other ethnic group, including Arab — — —
Not specified/prefer not to say — — —
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Board and Committee meeting attendance
The Board and its Committees met on a regular basis during the year. In addition to scheduled
meetings, the Board meets on an ad hoc basis, outside the usual meeting cycle, whenever
important, urgent matters need to be reviewed, and acted on, by the Board. Directors’
attendance throughout 2024 is shown in the table below:
Board and Committee meeting attendance
Scheduled
Board
meetings
Audit
and Risk
Committee
meetings
Management
Engagement
Committee
meetings
Nomination
Committee
meetings
Remuneration
Committee
meetings
Sustainability
Committee
meetings
Vagn Sørensen 5/5 3/3
1
1/1 1/1 1/1 2/2
Andrea Finegan 5/5 3/3 1/1 1/1 1/1 2/2
Patrick O’Donnell
Bourke 5/5 3/3 1/1 1/1 1/1 2/2
Anne Baldock 5/5 3/3 1/1 1/1 1/1 2/2
1. Vagn Sørensen attends the meetings of the ARC as an invited guest, rather than a member of the Committee.
In addition to the above scheduled meetings, the Board met three times on an ad hoc basis
and convened two meetings of the Disclosure Committee.
Company Secretary
The Board has direct access to the advice and services of the Company Secretary, MUFG
Corporate Governance Limited, who is responsible for ensuring that Board and Committee
procedures are followed and that applicable regulations are complied with. Directors regularly
receive updates and guidance on regulatory matters and governance best practice from the
Company Secretary, and have access to other independent advisers, as necessary.
Board performance review
During the year, the Directors decided that there was merit in obtaining an independent,
external view of the workings of the Board, its Committees and individual Directors, and
undertook an externally facilitated Board performance review. Anne Baldock led the selection
process to find an appropriate evaluator to work with PINT, and following a review of several
candidates, the Board ultimately appointed Stogdale St James, and worked with Valerie
Stogdale, who undertook the performance review (PINT has no other connection with
Stogdale St James).
Process
Stogdale St James used different methods to review the effectiveness of the Board. First, a
tailored questionnaire, developed with the input from Anne Baldock as our SID, was shared
with all Board members. The review considered different aspects of the work of the Board and
its Committees, including: the Board’s composition, culture, dynamics, and how it operated; the
review also focused on specific areas such as succession planning; the investment strategy,
performance and relationships between PINT and its Investment Manager; matters related
to risk management, stakeholders and external relations; as well as areas where the Board’s
effectiveness could be enhanced. Next, Stogdale St James arranged meetings with each
of the Directors to gain a deeper understanding of the dynamics in the Boardroom, and any
pertinent issues, and a meeting was also held with the main representatives from the Pantheon
team to add the Investment Manager’s view on what was working well and where there could
be possible areas for improvement. Stogdale St James then joined PINT meetings to observe
the Board and its Committees' interactions and discussions. Lastly, the results, possible areas
for improvement and potential actions were discussed in a closed session of the Board.
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Board performance review continued
Actions
The performance review indicated that the Board was
performing well, is well balanced and characterised by a
culture of openness and constructive debate. Some of the
conclusions, and areas of discussion included:
•
the Board has a good mix of backgrounds and experiences;
however, the Directors agreed that it was important to
have a longer‑term view of the possible changes to the
Board, particularly because three of our Board members
were appointed at the same time. Adding to the diversity,
in all its aspects, also remains an important consideration.
Progress the Board has made so far, and more information
on the succession plans, can be found on page 83;
•
the Board and its Committees operated well, and any
issues and refining the processes and reporting have been
addressed and continue to evolve, as appropriate;
•
the Board continues to build on, and wishes to further
improve, its understanding of shareholders’ views and
preferences. Our plans for this year’s AGM and other
shareholder events, which support those goals, are on
page 53;
•
the Board regularly meets without the Investment Manager
present to discuss any pertinent matters;
•
the Board also agreed on new areas, where it will continue
to supplement its understanding through regular training
sessions and deep dives, including cyber security and cost
disclosure; and
•
there is a keen focus on longer‑term strategy, especially in
the context of limited availability of capital and the current
share price discount to NAV.
Actions implemented following last
year’sreview
As part of the review, the Board also considered the
areas identified last year as presenting an opportunity
for improvement, and took the following actions:
•
the Board held a dedicated strategy session to focus on
matters most important to PINT now and looking ahead;
•
the Directors decided to allocate additional capital to the
share buyback programme;
•
a number of meetings with our shareholders and other
stakeholders took place last year to help the Board
continue to build its understanding of shareholders’ views;
•
Anne Baldock, Andrea Finegan and Patrick O’Donnell
Bourke, in their capacity as Board Committee Chairs,
worked closely with the Investment Manager to refine the
reporting the Board receives to facilitate better monitoring
and oversight, especially in areas of risk, compliance,
reviews of third‑party service providers and sustainability;
and
•
the Board held a number of deep dive sessions, focusing
on topics such as hydrogen, US power, Pantheon’s
allocation policy and cyber security.
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CHAIR'S INTRODUCTION TO
CORPORATE GOVERNANCE
CONTINUED
Board skills matrix
The Board also considered Directors’ skills and areas of expertise, to continue to build a good understanding of areas of strengths, and understand what skills would be beneficial when we
consider future Board appointments:
Vagn Sørensen
(Chair)
Anne Baldock
(SID & Chair of RemCo)
Patrick O’Donnell
Bourke
(Chair of ARC)
Andrea Finegan
(Chair of MEC &
Sustainability Co)
Anthony Bickerstaff
(future ARC Chair)
Investment trust
UK corporate governance/listed plc
Fund management
Private equity
Infrastructure sector knowledge
Sustainability/ESG
Marketing, investor relations, other stakeholder management
Auditing and accounting
Capital markets, corporate finance
Risk management
Information technology and cyber security
Strategy
Key:
Expert Very strong experience Strong experience Some experience Limited experience
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CORPORATE GOVERNANCE
CONTINUED
Conflicts of interest
The Articles of Association permit the Board to consider
and, if it sees fit, authorise situations where a Director has
an interest that conflicts, or could conflict, with the interests
of the Company. PINT has in place a formal procedure for
the Board to consider authorising any such conflicts, and
the Directors who have no interest in the matter would
decide whether to authorise the conflict and whether the
authorisation should be conditional or limited in any way.
The process in place for authorising potential conflicts of
interest has operated effectively during the year.
The Company Secretary also maintains a register of any
potential conflicts, which is reviewed, and updated if needed,
at each Board meeting, The Directors remain compliant with
the statutory requirements regarding declarations of any
interest in an actual or proposed transaction or arrangement
with the Company.
Institutional investors – use of voting rights
The Company has delegated the exercise of its voting rights
in the underlying investments to the Investment Manager.
Pantheon would consult with the Board should there be any
corporate actions, where there either is a conflict of interest
between PINT and other Pantheon clients, or where, for any
reason, the proposed voting would be inconsistent with the
advice the Investment Manager gave to its other clients.
Pantheon itself follows a policy of active ownership, and votes
on all matters for which it has voting authority.
Engagement with shareholders
andstakeholders
Two‑way communication with shareholders is very important
to the Board and the Investment Manager, and there
are a number of ways the Directors seek feedback from
investors. Details on how PINT engages with the Company’s
stakeholders, how the Board fulfils its duties and makes
decisions guided by the views of our shareholders and wider
stakeholders are on pages 52 to 56.
On behalf of the Board
Vagn Sørensen
Chair
31 March 2025
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PATRICK O’DONNELL BOURKE
Audit and Risk Committee Chair
Chair’s introduction
I am pleased to present the Audit and Risk Committee
(‘the Committee’, ‘the ARC’) report for the year ended
31 December 2024. The Committee aims to serve the
interests of our shareholders and other stakeholders through
its independent oversight of the financial reporting process,
including the financial statements, internal control and risk
management systems, monitoring compliance, as well as
the appointment and ongoing review of the quality of the
work and independence of PINT’s external Auditor. The
Committee recognises that, through its interactions with the
Board, the Investment Manager and the external Auditor,
it plays a key role in facilitating a high‑quality audit, and
is therefore important to the Company, our investors and
other stakeholders.
As a qualified Chartered Accountant, I have chaired the
Committee throughout the year, with Ms Baldock and
Ms Finegan serving as Committee members. The constitution
and performance of the ARC are reviewed on a regular
basis, and, in line with the recommendations of the UK Code,
the Chair of the Board continued to join our meetings as a
guest, rather than a member. This reflects best practice,
but equally, the Committee still benefits from Mr Sørensen’s
experience and expertise. Upon his appointment to the Board
on 11 February 2025, Tony Bickerstaff joined the Committee,
and, subject to his appointment being approved by our
shareholders at the 2025 AGM, will replace me as the Chair
of this Committee, whilst I assume the role of the Chair of
the Board. We consider that, individually and collectively,
the Committee members are independent and appropriately
experienced to fulfil the role of the Committee, and the
Committee possesses the skills it needs and has competence
relevant to the infrastructure sector.
Role of the Audit and Risk Committee
The Committee’s terms of reference, which set out its
responsibilities, are reviewed on a regular basis.
The primary responsibilities of the ARC are:
•
to monitor the integrity of the financial statements,
the financial reporting process and the accounting
policies of the Company;
•
to provide advice on: whether the annual report and
accounts, taken as a whole, are fair, balanced and
understandable; whether suitable and appropriate
estimates and judgements have been made in respect of
areas which could have a material impact on the financial
statements; and whether such statements provide the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategy;
•
to review the effectiveness of the internal control
environment of the Company, including its service
providers, and its reporting processes and to monitor
adherence to best practice in corporate governance
and compliance with applicable regulatory and legal
requirements;
•
to advise the Board on the Company’s overall risk appetite,
tolerance and strategy and the principal and emerging
risks the Company is willing to take in order to meet its
long‑term objectives;
•
to review the Investment Manager’s compliance,
whistleblowing and fraud prevention procedures;
AUDIT AND
RISK COMMITTEE REPORT
I am pleased to present the
Audit and Risk Committee
report for the year ended
31December 2024.
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AUDIT AND
RISK COMMITTEE REPORT
CONTINUED
Role of the Audit and Risk Committee
continued
•
to assess the Company’s emerging and principal risks
and monitor the Company’s risk management and internal
financial controls and to seek assurance regarding the
risk exposures of the Company and the effectiveness of its
risk management and internal control systems;
•
to monitor, and prepare for, any developments to the
legal or regulatory landscape affecting the Company;
•
to make recommendations to the Board in relation to
the tender process, the appointment, re‑appointment
and removal of the external Auditor and to approve
the Auditor’s remuneration and terms of engagement,
including scope of work;
•
to review and monitor the Auditor’s independence and
objectivity and the effectiveness of the audit process; and
•
to provide a forum through which the Company’s Auditor
reports to the Board. The ARC has direct access to the
Auditor, Ernst & Young (EY), and representatives of EY
attend relevant ARC meetings.
Main activities during the year
The Board and Committee meeting attendance table can
be found on page 71. Since our last report to shareholders,
the ARC has:
•
reviewed the half‑year and year‑end Portfolio valuations
and the Company’s NAV;
•
reviewed the Company’s financial statements for the half
year and year end and made formal recommendations to
the Board;
•
reviewed the Company’s going concern and viability
statements;
•
reviewed the internal controls and risk management
systems of the Company and its third‑party service
providers;
•
agreed the Auditor's audit plan and fees, its independent
review of the condensed financial statements for the six
months ended 30 June 2024 and the audit of the financial
statements for the year ended 31 December 2024;
•
reviewed the risk matrix covering the Company’s key
investment and operating risks, including how they are
classified and mitigated, and requested changes on
how the risk report and matrix were reported on by the
Investment Manager;
•
reviewed the whistleblowing policy together with the data
protection, fraud prevention and anti‑money laundering
policies of the Investment Manager. No incidents or risk
areas were reported during the year; and
•
reviewed compliance with the AIC Code and its own terms
of reference.
The significant matters relating to the Committee’s
review of the financial statements for the year ended
31 December 2024 were:
A. Valuation of investments
The Committee reviewed the basis of valuation of each of the
investments at 31 December 2024 prepared by the Investment
Manager based on information provided by each relevant
Sponsor. The Committee’s assessment includes a review of
the operational performance, recent developments, financial
updates and key valuation drivers for each asset. Questions
raised by the Committee were addressed by the Investment
Manager. During the year, the Committee spent additional
time understanding and challenging, where appropriate, the
valuation methodologies. Tony Bickerstaff and I also attended
a meeting of the Investment Manager's Valuation Committee
to observe the process followed by the Investment Manager.
The Committee reviewed the Auditor’s reporting on its testing
of investment valuations, including using its specialists.
Outcome: The Committee satisfied itself that the Company’s
portfolio was held at fair value.
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AUDIT AND
RISK COMMITTEE REPORT
CONTINUED
Main activities during the year continued
B. Going concern and long-term viability
The Committee assessed the Company’s resources to
continue in operation for at least twelve months from the
date of these financial statements and whether it remains
appropriate for PINT to continue to adopt the going concern
basis in preparing its financial statements. The Committee
also advised the Board on assessing the viability of the
Company over a three‑year period. These assessments
included a review of the Company’s financial position,
including its existing and likely future commitments, available
liquid resources and the ability to draw on its RCF. It is
assumed that the RCF will be renewed on similar terms prior
to its maturity in March 2027. The assessment also included a
review of the results of stress tests, where the likely impacts
of various downside cases that assumed varying degrees of
decline in investment valuations, increases in operating costs,
and weakening of GBP against the EUR and USD (which may
result in increased FX hedging liabilities) on the performance
and the liquidity of the Company. It also contemplated
different risk factors relating to cash flows.
Outcome: The Committee concluded that the Company had
adequate resources to continue in operation and meet its
liabilities as they fell due both for the twelve months from the
date of approval of these financial statements, and over the
subsequent two years. Related going concern and long‑term
viability disclosures are set out on pages 61, 93 and Note 1
on page 108.
C. Maintenance of investment trust status
The Investment Manager and Administrator reported to
the Committee to confirm continuing compliance with the
requirements for maintaining investment trust status. These
requirements were also discussed with the Auditor as part of
the audit process.
Outcome: The Committee satisfied itself that the Company
has been meeting all necessary requirements to maintain its
investment trust status.
Risk management and internal controls
framework
The Directors are responsible for the Company’s risk
management and systems of internal control and for reviewing
their effectiveness. The risk management process and
systems of internal control are designed to manage, rather
than eliminate, the risk of failure to achieve the Company’s
objectives and such systems can only provide reasonable,
rather than absolute, assurance against material misstatement
or loss. In an ongoing process, in accordance with the
guidance provided by the FRC on risk management, the
Committee and the Board have processes and procedures in
place for identifying, evaluating and managing the risks faced
by the Company, and for reviewing internal control systems.
Risk management assessment process
Regular assessments of risk, the Company’s risk register,
and risk appetite, as well as risk reporting in general,
are undertaken in the context of the Company’s overall
investment objective. On behalf of the Board, the ARC
undertook a robust assessment and review of the emerging
and principal risks facing the Company. The review covered
the key business, operational, compliance and financial risks
facing the Company. In arriving at its judgement of the risks
the Company faces, the ARC considered the Company’s
operations in light of the following factors:
•
the nature and extent of risks which it regards as
acceptable for the Company to bear within its overall
business objective;
•
the threat of such risks becoming a reality;
•
the Company’s ability to reduce the incidence and impact
of risk on its performance;
•
the cost to the Company and benefits related to the review
of risk and associated controls of the Company; and
•
the extent to which third parties operate the relevant
controls.
Full details of the principal risks and uncertainties faced by
the Company can be found on pages 57 to 60.
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AUDIT AND
RISK COMMITTEE REPORT
CONTINUED
Risk management and internal controls
framework continued
Internal controls assessment process
Given the nature of the Company’s activities and with most
functions sub‑contracted, the Directors obtain information
from key third‑party suppliers regarding the controls they
operate. To enable the Board to make an appropriate risk and
control assessment, the information and assurances sought
from third parties include the following:
•
details of their control environment;
•
identification and evaluation of risks and control objectives;
•
assessment of communication and reporting procedures;
•
assessment of control procedures operated; and
•
details of any breaches.
Outcome: There were no significant matters of concern
identified in the Board’s review of the internal controls of its
third‑party suppliers.
Internal financial controls assessment process
The key procedures which have been established to provide
effective internal financial controls are as follows:
•
the Company uses a third‑party provider of administration
and accounting services, as well as company secretarial
duties. Investment management is provided by Pantheon,
therefore, the duties of investment management and
accounting are segregated. The Company also uses a
third‑party Depositary. The procedures of the individual
parties are designed to complement one another;
•
the Directors define the duties and responsibilities of the
Company’s service providers and advisers in terms of their
contracts. The appointment of key service providers and
advisers is conducted by the Board after consideration
of the quality of the parties involved; the Board, via the
MEC, monitors their ongoing performance and contractual
arrangements; and
•
the Board reviews detailed financial information produced
by the Investment Manager and the Administrator at every
Board meeting.
Outcome: The risk management and internal control
framework processes have been in place throughout the year
and up to the date the financial statements were approved;
the Directors carried out a robust review of internal controls
and risk management systems and were satisfied that they
remained fit for purpose.
The Committee was satisfied with the extent, frequency
and quality of the reporting of the Investment Manager’s
monitoring to enable the ARC to assess how effectively
risk is managed and mitigated, the ARC also received
reports on internal controls from all Company’s relevant
service providers. No incidents of significant control failings
or weaknesses were identified during the year ended
31 December 2024, within the Company or its third‑party
suppliers.
Internal audit function
The Company does not have an internal audit function as
all its day‑to‑day operations are delegated to third parties,
all of whom have their own internal control procedures.
The Audit and Risk Committee discussed whether it would
be appropriate to establish an internal audit function.
Outcome: The Committee agreed that the existing system
of monitoring and reporting by third parties remained
appropriate and sufficient. This decision will be reviewed
every year.
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Fair, balanced and understandable
Outcome: As a result of the work performed, the ARC
concluded that the annual report for the year ended
31 December 2024, taken as a whole, was fair, balanced
and understandable and provided the information
necessaryfor shareholders to assess the Company’s
position and performance, business model and strategy,
andreported on these findings to the Board.
External audit
The ARC monitors and reviews the effectiveness of the
external audit process for the publication of the annual
report and makes recommendations to the Board on the
re‑appointment, remuneration and terms of engagement
of the Auditor.
Audit fees
The audit fees incurred were £126,000 for the audit of the
2024 financial statements (£150,000 in 2023). The ARC will
continue to monitor the level of audit fees closely.
Non‑audit fees/independence and
objectivity of the Auditor
The ARC reviews the scope and nature of all proposed
non‑audit services, to ensure that the independence and
objectivity of the Auditor are safeguarded.
The Board’s policy is that non‑audit services may be carried
out by the Company’s Auditor unless there is a conflict of
interest or another provider is considered to have more
relevant experience.
Non‑audit services provided during the year ended
31 December 2024 related to EY’s review of the 2024
half‑year report. The fee for that service was £41,000
(£35,000 in 2023), and made up 24% of the total fees paid
to the Auditor.
Outcome: The ARC believes that it is appropriate for the
Company’s Auditor to provide such services to the Company
as these services are audit related.
The ARC has received assurances from the Auditor that its
independence is not compromised by the supply of these
services.
Effectiveness of external audit process
The ARC meets at least twice a year with the Auditor.
The Auditor provides a planning report in advance of the
annual audit, a report on the annual audit and a report on its
review of the half‑year financial statements. The ARC has an
opportunity to question and challenge the Auditor in respect
of each of these reports. In addition, at least once a year, the
ARC has an opportunity to discuss any aspect of the Auditor’s
work with the Auditor in the absence of the Investment
Manager. After each audit, the ARC reviews the audit process
and considers its effectiveness.
Appointment of the Auditor
The Board of PINT appointed EY as PINT’s first auditors
in 2021. A competitive tender must be carried out by
the Company at least every ten years. We are therefore
required to carry out a tender no later than in respect of the
financial year ending 31 December 2031. Mr Matthew Price
has served as the lead audit partner since the IPO in 2021.
Ethical standards generally require the rotation of the lead
audit partner every five years for a listed client.
The Committee monitors the Company’s relationship with the
Auditor and has discussed and considered its independence
and objectivity. The Auditor also provides confirmation that
it is independent within the meaning of all regulatory and
professional requirements and that objectivity of the audit is
not impaired.
Outcome: Given its assessment, the Committee is satisfied
that EY remains independent and will continue to monitor
this position. Taking into account the performance and
effectiveness of the Auditor and the confirmation of its
independence, the Committee has recommended to the
Board that a resolution to re‑appoint EY as the external
Auditor be put to shareholders at the forthcoming AGM.
Patrick O’Donnell Bourke
Audit and Risk Committee Chair
31 March 2025
AUDIT AND
RISK COMMITTEE REPORT
CONTINUED
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STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ANDREA FINEGAN
Chair of the Management Engagement Committee
The Management Engagement Committee meets at least
once a year, or more often if required.
The role of the Committee
The principal duties of the Committee, set out in its terms
of reference, are to:
•
monitor and evaluate the Investment Manager’s
performance and, if necessary, provide appropriate
guidance;
•
monitor and evaluate compliance by the Investment
Manager with the Investment Management Agreement;
•
reasonably satisfy itself that the Investment Management
Agreement is fair and that the terms thereof comply with all
regulatory requirements, conform with market and industry
practice, are competitive and remain in the best interests
of shareholders;
•
reasonably satisfy itself that systems put in place by
the Investment Manager in respect of the Company
are adequate to meet relevant legal and regulatory
requirements;
•
reasonably satisfy itself that matters of compliance are
under proper review. Through the terms of the Investment
Management Agreement, the Company procures that
the Committee has direct access to the Investment
Manager’s compliance officers, and receives a report
from the Investment Manager each year confirming that
it has performed its obligations under the Investment
Management Agreement and has conducted the
Company’s affairs in compliance with the laws and
regulations applying to it;
•
regularly review the composition and performance
(including skills, knowledge and experience, and the level
of resources) of the key personnel performing the services
on behalf of the Investment Manager, the importance
the Investment Manager places on the Company,
including in the context of the Manager’s other funds and
vehicles, review the Investment Manager’s support of,
and commitment to, the Company’s marketing activities,
and consider whether the continuing appointment of
the Investment Manager, on the terms of the Investment
Management Agreement, is in the interests of shareholders
as a whole, and make recommendations to the Board
thereon together with a statement of the reasons for
this view;
•
where relevant, consider nominations by the Investment
Manager for replacements of key executives, if, prior to the
termination of the agreement, such key executives should
become incapacitated or should retire, resign or otherwise
cease to provide the relevant services to the Company;
•
consider and review the level and method of remuneration
of the Investment Manager pursuant to the terms of
the Investment Management Agreement, including the
methodology of calculation of the annual management
fee (which shall include a comparison of fees payable as
compared to the Company’s peer group management
arrangements);
•
consider the merit of obtaining, on a regular
basis, an independent appraisal of the Investment
Manager’s services;
•
consider the appointment or re‑appointment of the
Investment Manager and the level of fees and make
recommendations to the Board thereon;
•
review with the Investment Manager any material issues
arising from its work that the Investment Manager
wishes to bring to the attention of the Committee,
whether privately or otherwise; and
•
review the performance and services provided by
the Company’s other service providers (including the
Administrator, Depositary, Registrar and Company
Secretary) and consider whether the continuing
appointments of such service providers under the terms
of their agreements are in the interests of shareholders as
a whole, and make recommendations to the Board thereon
together with a statement of the reasons for its views.
MANAGEMENT ENGAGEMENT
COMMITTEE REPORT
I chair the Management
Engagement Committee.
Given the size of the
Boardand that all
Directorsare independent,
all Directors are members
of the Committee.
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MANAGEMENT ENGAGEMENT
COMMITTEE REPORT
CONTINUED
Main activities during the year
The Manager’s review
The Committee reviews the performance of the Investment
Manager in detail every year. When reviewing the Investment
Manager’s performance in providing investment management
and other services, the Committee considered a number of
different factors, which included:
•
the Investment Manager’s performance and the role it
played in creating value for our shareholders;
•
strategy and longer‑term ambition;
•
the quality and continuity of Pantheon’s team;
•
Pantheon’s succession plans and any key person risks; and
•
investment process.
The Committee reviewed the Investment Manager’s
sustainability strategy, objectives and progress against
sustainability goals; this area is also scrutinised further
through the work of the Sustainability Committee, which
I also chair. When reviewing the terms of the Investment
Management Agreement, the Committee considered the
remuneration arrangements, the methodology underpinning
the annual management fee, as well as the basis, on
which the fees are calculated. In addition, the Committee
also took into account the Investment Manager’s ongoing
commitment to promote the Company and engage with its
shareholders and other key stakeholders. The Directors
are committed to continuing to improve shareholder and
stakeholder engagement, and as part of its annual review of
the Investment Manager the Committee carefully reflects on
the progress the Investment Manager had made and plans
looking ahead, bearing in mind the interests of our existing
shareholders and seeking to appeal to a wider pool of
investors.
Outcome: Following the detailed review, the Committee
concluded that the continued appointment of the Investment
Manager remained in the best interests of PINT and its
shareholders.
Review of other third‑party service
providers
The Committee also reviewed the services of: Hogan Lovells,
PINT’s legal adviser; BNP Paribas, PINT’s Depositary; Link
Alternative Fund Administrators, PINT’s Administrator;
Link Market Services, PINT’s Registrar; MUFG Corporate
Governance Limited, PINT’s Company Secretary; Investec
Bank plc, PINT’s Broker; and Lansons Communications
Holdings Limited, PINT’s financial PR adviser.
Outcome: The Committee concluded that all these
appointments remained in the best interests of PINT and all
were recommended to the Board.
Andrea Finegan
Chair of the Management Engagement Committee
31 March 2025
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STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
VAGN SØRENSEN
Nomination Committee Chair
The role of the Committee
The principal duties of the Committee, as set out in its terms
of reference, are to:
•
review the balance, effectiveness and diversity of the
Board;
•
consider and formulate succession plans, in the context
of PINT’s strategy and consistent with the Board’s policy
on diversity;
•
identify the skills and expertise needed to meet the
Company’s strategic goals, future challenges and
opportunities; and in doing so, identify, evaluate and
recommend individuals for new Board appointments;
•
consider and review the membership of the Board’s
Committees;
•
consider and review the performance and external
commitments of Board members;
•
assess the time commitment required for each Board
appointment and ensure that the current Directors have
sufficient time to fulfil their duties;
•
make recommendations on appointments and
re‑appointments of Directors to our shareholders;
•
lead the Directors’ performance appraisal process and
consider the results thereof every year; details of the last
review are included on pages 71 and 72; and
•
develop and review the Board’s policy on diversity, and
consider, when appropriate, developing a formal policy
on Directors’ tenure.
Appointments process
All Board appointments are subject to a formal, rigorous and
transparent process. Any Board roles will be filled by the
most qualified candidates, based on objective criteria and
merit in the context of the skills, knowledge and experience
needed to support the Board’s longer‑term strategy and
goals. All appointments will be made in line with the Board’s
Diversity Policy.
Main activities during the year
Changes to the Board
As announced last year, I intend to step down from the Board
at PINT’s 2025 AGM and Anne Baldock, our SID, led the search
for my replacement. I have not been involved in the process,
and I have only provided input where specifically requested
by Ms Baldock.
Ms Baldock began a process in early 2024, when she first
ran a tender to seek an appropriate search agency to support
finding my replacement. Ms Baldock, with the support of the
members of the Pantheon team, decided on a shortlist of four
search agencies, and received and reviewed proposals from
them, and then proceeded to conduct interviews with three
firms. Ultimately, Nurole was recommended to, and appointed
by the Board. Next, Ms Baldock agreed the role description
with the other Directors, and subsequently launched
the search process. The search agency was instructed
to consider a wide pool of candidates, each of whom, if
appointed, would add to the diversity of the Board. A long
list of candidates had been reviewed by Ms Baldock and Ms
Finegan and following careful deliberations, Ms Baldock and
the other Board members agreed the shortlist. Following the
interviews, the Nomination Committee discussed the long list
of candidates, and then, as announced in PINT's interim report
in September 2024, the Directors agreed to recommend that
Patrick O'Donnell Bourke would succeed me as the Chair of
the Board, effective from PINT's AGM in June 2025.
NOMINATION
COMMITTEE REPORT
I chair the Nomination
Committee and, given
the size of the Board, all
Directors are its members.
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NOMINATION
COMMITTEE REPORT
CONTINUED
Main activities during the year continued
Changes to the Board continued
Mr O'Donnell Bourke brings a wealth of experience to
the role, and benefits from familiarity with the Company
through his tenure as a Director and Chair of the Audit and
Risk Committee (ARC) since IPO. Subsequently, to replace
Mr O'Donnell Bourke, Ms Baldock launched another search
in late 2024 to identify a successful candidate to take on
the role of the Chair of the ARC in June 2025. After a similar
formal search process, whilst the credentials of all candidates
were very strong, the Committee was unanimous in
recommending Tony Bickerstaff’s appointment to the Board.
As we announced on 11 February 2025, Mr Bickerstaff is an
experienced CFO and an executive director, who has spent
over 25 years of his career in infrastructure, and brings a mix
of skills and expertise that complement and enhance the
collective skills of the Board. Mr Bickerstaff joined the Board
as a non‑executive Director and his appointment will be put to
our shareholders at the 2025 AGM. If elected, Mr Bickerstaff
will step into the role of the Chair of the ARC and our current
Chair of the ARC, Mr O’Donnell Bourke, is working closely with
Mr Bickerstaff to help him familiarise himself with PINT.
Board’s Diversity Policy
The Board fully supports diversity and inclusion at Board
level and recognises the benefits of diversity, including that
of gender, socio‑economic and ethnic background, cognitive
and personal strengths. The Board reviews its Diversity Policy
every year, and remains committed to ensuring that the
Directors bring a wide range of skills, knowledge, experience,
backgrounds and perspectives to the Board.
The Policy, among others, includes measurable objectives
that specify that:
•
any advertising will state that applications from
suitably qualified candidates who would add to the
Board’s diversity would be especially welcome;
•
any recruitment agency used would be instructed
to include diverse candidates who have appropriate
transferable skills, identified through a search of a
wide pool of potential appointees; and
•
any shortlist will include candidates who, if appointed,
would add to the diversity of the Board.
Consequently, implementing these objectives, any new search
will help us identify candidates who, if appointed, would add
to the diversity of the Board.
Board diversity
In line with the UK Listing Rules requirements, PINT reports
on certain diversity targets, including having a least 40%
female representation on the Board, and having at least one
senior Board role held by a woman. As at 31 December 2024,
PINT met two of three targets, and more detail on this is
included on page 70.
Board’s performance review
The process we follow, actions from last year and the
outcomes from this year’s Board’s performance review
can be found on pages 71 and 72.
Succession planning
During the year, the Committee carefully considered
succession planning – PINT is still a relatively young company,
however, the Directors agree that having a longer‑term view of
possible future Board changes is important, especially since,
after I retire at the AGM, three of our Board members were
appointed at the same time, therefore, taking a longer‑term
view and staggering possible future departures from the
Board is important to both maintain continuity and benefit
from fresh thinking. The ongoing transition of chairmanship of
the Board from me to Patrick O’Donnell Bourke is going well,
and Tony Bickerstaff’s appointment earlier this year helped us
bring complementary skills and a fresh perspective. However,
the Directors recognise that there is room to improve the
diversity of the Board and widen the breadth of skills and
experience we have.
Looking ahead
We have recently initiated a further search exercise which,
if successful, will result in an additional Director joining
the Board when I step down at the AGM. In line with our
Diversity Policy, we remain committed to ensuring that all
Directors bring a wide range of skills, knowledge, experience,
backgrounds and perspectives to the Board, and we seek to
make an appointment, which will add to the diversity of the
Board. We will continue to report to our shareholders as we
further develop a long‑term view of future Board changes.
I am working side by side with Patrick O'Donnell Bourke to
handover my duties and responsibilities as the Chair of the
Board ahead of my retirement at our AGM in June 2025. Mr
O’Donnell Bourke, in his capacity as the Chair of the Board
and the Chair of the Nomination Committee, will continue to
develop our longer‑term succession plans.
Vagn Sørensen
Nomination Committee Chair
31 March 2025
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STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ANDREA FINEGAN
Chair of the Sustainability Committee
The role of the Committee
PINT’s Board believes that sound sustainability practices
and operating sustainably are integral to building a resilient
infrastructure business and creating long‑term value for
our shareholders and other stakeholders. Our dedicated
Sustainability Committee, which I chair, helps better support
the Board with its focus on all sustainability and ESG matters,
and creates a dedicated forum for monitoring and responding
to the evolving regulatory landscape and best practice
guidance. The principal duties of the Committee, as set out in
its terms of reference, are to:
•
Agree and monitor the Company’s sustainability strategy:
•
guide, supervise and support the Investment Manager
in drafting and periodically reviewing the Company’s
sustainability and ESG strategy, making sure it remains
aligned with the Company’s business objectives,
industry best practice and any applicable regulations;
and
•
oversee the implementation and monitoring of
the approved sustainability strategy, ensuring it is
effectively integrated into the Company’s operations,
investments and decision‑making processes by the
Investment Manager.
•
Sustainability reporting and disclosures:
•
review and approve the Company’s ESG disclosure
documents, including the Company’s annual
sustainability report (or relevant sections of such
other reports as may be produced), ESG metrics, the
Company’s Sustainability Policy and other relevant
communications to stakeholders;
•
review the accuracy, completeness and transparency
of sustainability reporting, adhering to recognised
standards, frameworks and guidelines; and
•
review, and receive updates on, the Company’s
continued compliance with the requirements of the
European Union’s Sustainable Finance Disclosure
Regulation (SFDR) as it relates to the Company
maintaining its classification as an Article 8 fund.
•
Sustainability risk management:
•
receive regular updates from the Investment Manager
on any pertinent developments in sustainability‑related
risks and opportunities relating to the Company’s
Portfolio Companies.
•
Stakeholder engagement:
•
monitor and review the Company’s stakeholder
engagement activities, including dialogue with
shareholders, investors and other relevant stakeholders;
and
•
promote effective communication and collaboration
with stakeholders including service providers on ESG
and sustainability‑related matters, addressing their
concerns and feedback appropriately.
•
Work in conjunction with the ARC in relation to
sustainability communications in the annual report,
adherence to sustainability disclosure requirements
and identification and mitigation of risks relating
to sustainability, as well as opportunities related to
sustainability.
SUSTAINABILITY
COMMITTEE REPORT
I chair the Sustainability
Committee, formerly
the ESG & Sustainability
Committee, and all the
Directors, as well as
Pantheon’s Global Head of
ESG, are members of the
Committee.
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SUSTAINABILITY
COMMITTEE REPORT
CONTINUED
Main activities during the year
PINT is classified as Article 8 under SFDR, which means that
it is committed to enhanced reporting requirements and an
investment policy which restricts investments in specific
excluded sectors – coal, oil (upstream, midstream, storage),
gas (upstream), nuclear energy and mining.
Under SFDR, PINT also needs to make certain periodic
disclosures, and to satisfy that requirement, the Committee,
together with Pantheon, worked on the Company’s 2023
sustainability report, which includes an assessment of PINT’s
investments against set sustainability indicators. The results
of PINT’s investments’ ESG performance are published in
accordance with the requirements of Article 11 of the EU’s
SFDR, and in accordance with the regulatory technical
standards set out in Commission Delegated Regulation ((EU)
2022/1288).
The 2023 sustainability report also includes PINT’s voluntary
reporting against the TCFD framework.
During the year, the Committee reviewed the Company’s
Sustainability Policy, which complements, and builds on, the
Investment Manager’s Sustainability Policy. The Committee
also worked on achieving the intended improvements set out
in our first 2022 sustainability report, and reported on the
progress made against them:
•
increasing ESG data collection: PINT is now utilising the
ESG Data Convergence Initiative (EDCI) template with
some minor adjustments. Scope 1 and 2 emissions have
been collated for all assets in line with the prior year in our
2022 sustainability report, with Scope 3 emissions now
included within the 2023 sustainability report;
•
TCFD disclosures: We have engaged with external advisers
to support enhanced TCFD climate risk disclosures across
governance, strategy and risk management, with additional
transparency on climate‑related risks at an asset level;
•
climate risk assessment: As part of our continuous effort
to better align with Partnership for Carbon Accounting
Financials, external advisers have reviewed our standard
GHG reporting template; and
•
supplier reporting: We have collected information on the
sustainability‑focused policies that service providers have
in place, in addition to our standard compliance monitoring
process. This analysis is included in the 2023 sustainability
report.
Work was also undertaken in identifying future focus areas
around improvement in data capture and disclosures to allow
improved reporting. We understand that the consideration
of sustainability factors in infrastructure investments is
an ever‑evolving space, and we remain committed to
continuously improve our sustainability practices and to
encourage best practice across the industry.
Looking ahead
The Committee and the Board will continue to focus on
engagement with suppliers and Sponsors to continue to
develop communication, data collection and our disclosures,
including adding similar approaches to integrating biodiversity
impacts into risk assessments. We will also continue to set
meaningful targets and take actions to improve the integration
of sustainability factors across the investment process and
asset monitoring in collaboration with Pantheon and our
stakeholders.
We expect our 2024 sustainability report to be published in
mid‑2025.
The Committee does, and will continue to, focus on evolving
regulatory and best practice guidance on sustainability
matters, we also look forward to engaging with our
stakeholders on these topics, as we remain committed to
keeping their interests at the centre of our decision making.
Andrea Finegan
Chair of the Sustainability Committee
31 March 2025
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ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ANNE BALDOCK
Remuneration Committee Chair
The law requires the Auditor to audit certain disclosures
contained within this report and these are indicated
accordingly. The Auditor’s opinion is included in its
independent Auditor’s report on pages 97 to 103.
The Directors’ Remuneration Policy (the 'Policy’) is required to
be put to shareholders’ vote at least once every three years,
any change to the Policy also requires shareholders’ approval.
The Policy is subject to a binding vote. A resolution to approve
the Policy was last proposed and approved by shareholders
at the AGM of the Company held on 30 March 2023, and the
Policy will apply until it is next put to shareholders for renewal
of that approval at the Company’s AGM in 2026, unless any
variations to the policy are proposed earlier. There are no
significant changes in the way that the Remuneration Policy
will be implemented in the course of the next financial year.
The annual remuneration report, which includes the
remuneration paid to Directors each year, is brought to
shareholders for approval at every Annual General Meeting,
therefore, an ordinary resolution to approve this remuneration
report will be put to members at the forthcoming AGM in
June 2025. The vote on the Directors’ remuneration report is
an advisory vote.
Statement from the Chair
I am pleased to present the Directors’ remuneration report for
the year ended 31 December 2024. I chair the Remuneration
Committee and, given the size of the Board, all Directors
are members of the Committee. Since the end of the
2024 financial year, upon his appointment to the Board on
11 February 2025, Tony Bickerstaff joined the Committee as
a member.
The role of the Committee
The Company has no employees or executive Directors.
The Remuneration Committee determines and approves
Directors’ fees within an aggregate limit of £500,000
per annum, as set out in the Company’s Articles of
Association. No Director is involved in deciding his or her
own remuneration; remuneration of the Chair of the Board is
decided and approved by the Directors under the leadership
of the SID. More details on how the Committee makes those
decisions, and all the factors it takes into account, are set out
on page 87.
The principal duties of the Remuneration Committee are to:
•
determine, review, amend (where deemed needed) the
fees of: the Chair of the Board; the SID; Chairs of each
Committee; and those of the non‑executive Directors;
•
determine, review, amend (where deemed needed) and
agree the Policy and propose it to our shareholders for
approval at least every three years;
•
obtain reliable, up‑to‑date information about remuneration
in other companies of comparable scale and complexity
and market practice generally;
•
when authorising remuneration outcomes, exercise
independent judgement and discretion, taking account
of Company and individuals’ performance, and wider
circumstances;
•
report to the Board and PINT’s shareholders on the
Committee’s activities and decisions;
•
agree the Policy for authorising claims for expenses from
the Directors; and
•
establish the selection criteria, select, appoint and set the
terms of reference for any remuneration consultants who
might advise the Committee.
The Board and Committee meeting attendance table can be
found on page 71.
DIRECTORS'
REMUNERATION REPORT
Board remuneration
has been set at a level
to attract individuals of
a calibre appropriate to
the development of the
Company.
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GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Directors’ fees
The Directors’ fees are reviewed annually. In its assessment,
the Committee considers a wide range of factors to make sure
that the Policy is aligned with PINT’s long‑term strategic goals
and the goal of promoting long‑term, sustainable success of
the Company, enabling PINT to attract, retain and motivate
Directors of the quality required to fulfil the responsibilities
of the Board. When reviewing the fees, the Committee also
has regard to the risk appetite of the Company; the time
required to be devoted to PINT’s affairs; whether all Directors
devoted sufficient time to PINT during the year under review;
whether the Board evaluation indicated that the Directors
fulfilled their roles, acted effectively and in the best interests
of PINT; and whether the scale and complexity of the business
added to the time commitments. The Committee also
reviews remuneration trends across the sector, any feedback
received from shareholders, as well as the level of support
for the remuneration report and Policy resolutions. At PINT’s
2024 AGM, shareholders cast over 99.97% of their votes in
favour of the Directors’ remuneration report, 0.03% of the
votes were cast against and ~0.011% of votes were withheld.
The current Policy was approved by shareholders at the AGM
in 2023 with 99.98% of votes cast in favour, 0.02% votes
against and ~0.008% of votes withheld, showing considerable
shareholder support.
Following a review in late 2024, the Remuneration Committee
resolved to increase Directors’ fees (effective from 1 January
2025) for the year ending 31 December 2025. The Directors
decided that most appropriate was an increase of 2.5%,
consistent with the average annual CPI inflation at the time
the decision was made. The fees reflect the time Directors
spend on the affairs of the Company, and help PINT remain
competitive and in line with the market as we continue to
execute our succession plans.
Expected fees
for year ending
31 December
2025
£
Fees for
year to
31 December
2024
£
Chair 59,193 57,750
Non‑executive Director 43,050 42,000
Audit and Risk Committee
Chair 48,431 47,250
Remuneration of any new Board members would be set in line
with these fees.
The Remuneration Policy
The Board’s policy is that remuneration of non‑executive
Directors should reflect the experience of the Board as
a whole and is determined with reference to comparable
organisations and appointments. The level of remuneration
has been set in order to attract individuals of a calibre
appropriate to the future development of the Company and
to reflect the specific circumstances of the Company, the
duties and responsibilities of the Directors, and the value and
amount of time committed to the Company’s affairs.
The Chair does not participate in any discussions relating
to his own fee, which is determined by the other Directors
and led by the SID. Directors are entitled to be reimbursed
for any travel, hotel or other expenses properly incurred in
connection with their attendance at Director or shareholder
meetings or otherwise in connection with the discharge of
their duties as Directors. There are no performance conditions
of the remuneration; the Board does not believe that this is
appropriate for non‑executive Directors. Under the Company’s
Articles, PINT is permitted to provide pension or similar
benefits for its Directors; however, no pension schemes or
other similar arrangements have been established and none
of the Directors are entitled to any pension or similar benefits,
nor do they receive long‑term incentive schemes or share
options. PINT does not have a policy on termination payments
and no past Director has been compensated for loss of office
or otherwise. All Directors are subject to annual re‑election
and none of the Directors have a service contract with PINT.
Each directorship may be terminated by either party on three
months’ prior written notice. The fees for the Directors are
determined within the limits set out in the Company’s Articles
of Association, or any greater sum that may be determined by
ordinary resolution of the Company. Directors’ and Officers’
liability insurance cover is maintained by the Company on
behalf of the Directors.
Statement of implementation of the
Remuneration Policy in respect of the
financial year ending 31 December 2025
The Remuneration Committee intends to review Directors’
fees in late 2025, when it will determine the fees effective
from 1 January 2026. In the absence of unforeseen
circumstances, the Committee does not expect any
other changes.
DIRECTORS'
REMUNERATION REPORT
CONTINUED
87
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Annual report on Directors’ remuneration (audited)
Directors’ fees for the year (audited)
Single total figure for each Director:
Fees Taxable expenses Total
Directors
2024
£
2023
£
2024
1
£
2023
2
£
2024
£
2023
£
Vagn Sørensen 57,750 55,000 — 596 57,750 55,596
Anne Baldock 42,000 40,000 — — 42,000 40,000
Andrea Finegan 42,000 40,000 — 1,352 42,000 41,352
Patrick O’Donnell Bourke 47,250 45,000 258 776 47,508 45,776
Total 189,000 180,000 258 2,724 189,258 182,724
1. The Directors’ expenses for 2024 related to travel and were incurred as part of the Board’s oversight of the activities of the Investment Manager.
2. The Directors’ expenses for 2023 related to travel and accommodation were partly incurred in visiting an asset and the management team at Primafrio, as part of the Board’s oversight of the activities of the Investment Manager.
Anthony Bickerstaff was appointed to the Board on 11 February 2025. There are no variable elements of remuneration to disclose.
No sums were paid to any third parties in respect of Directors’ services and no sums were paid to any third parties in respect of advice from a remuneration adviser.
Company performance
In setting Directors’ remuneration, the Committee considers the relative size and performance of the Company. The graph below sets out PINT’s total share price returns to Ordinary Shareholders
since launch, compared with the S&P Global Infrastructure Index over the same period. The S&P Global Infrastructure Index is used as a benchmark as its constituents are comparable in asset
type with the Company’s investment portfolio. For the year ended 31 December 2024, total shareholder return was 11.5%, compared with the S&P Global Infrastructure Index return of 15.1%.
DIRECTORS'
REMUNERATION REPORT
CONTINUED
70.00
100.00
90.00
80.00
110.00
120.00
140.00
130.00
FTSE All Share
Nov
2021
Dec
2021
Mar
2022
Jun
2022
Sep
2022
Dec
2022
Mar
2023
Jun
2023
Sep
2023
Dec
2023
Mar
2024
Jun
2024
Sep
2024
Dec
2024
S& P Global Infra PINT TSR
88
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Directors’ interests (audited)
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of the Directors and any connected persons in the Ordinary Shares of the Company
at 31 December 2024 and 31 December 2023 were as follows:
Number of
Ordinary Shares
31 December
2024
Number of
Ordinary Shares
31 December
2023
Vagn Sørensen 146,680 146,680
Anne Baldock 50,000 50,000
Andrea Finegan 46,581 46,581
Patrick O’Donnell Bourke 60,000 60,000
There have been no changes in Directors’ interests between 31 December 2024 and the date of this report. None of the Directors nor any person connected with them had a material interest in
the Company’s transactions, arrangements or agreements during the year.
Relative importance of spend on pay
2024
£
% change
from 2023
to 2024
2023
£
% change
from 2022
to 2023
2022
£
Total Directors’ fees
1
189,000 5 180,000 — 219,693
1
Total distribution to shareholders 19,247,000 35 14,303,000 198 4,800,000
Share buybacks 3,419,000 (41) 5,824,000 — —
1. The Company’s first annual report covered the period between 12 October 2021 to 31 December 2022. There were no changes to remuneration and no increases in fees between the IPO in 2021 and the year ended 31 December 2023.
DIRECTORS'
REMUNERATION REPORT
CONTINUED
89
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
DIRECTORS'
REMUNERATION REPORT
CONTINUED
Annual percentage change in Directors’ fees
2024
£
% change
from 2023
to 2024
2023
£
% change
from 2022
to 2023
2022
£
Vagn Sørensen 57,750 5 55,000 — 67,128
1
Anne Baldock 42,000 5 40,000 — 48,821
1
Andrea Finegan 42,000 5 40,000 — 48,821
1
Patrick O’Donnell Bourke 47,750 5 45,000 — 54,978
1
1. The Company’s first annual report covered the period between 12 October 2021 and 31 December 2022, therefore, the amounts for that first financial period also included the fees the Directors received between 12 October and 31 December 2021.
Approval
The Directors’ remuneration report was approved by the Board and signed on its behalf by:
Anne Baldock
Chair
31 March 2025
90
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Directors are pleased to present their report, together with the audited financial statements of the Company, for the year ended 31 December 2024.
The corporate governance statement, including the reports of the Board Committees, the Directors’ remuneration report and the statement of Directors’ responsibilities form part of this report.
Some of the matters required to be included in the Directors’ report have instead been included in the strategic report, as the Board considers them to be of strategic importance. Therefore, a
review of the business of the Company, recent events and outlook can be found on pages 36 to 41 and information on sustainability reporting can be found on pages 46 to 51. Important events
affecting the Company and that occurred after 31 December 2024 are included in Note 25 to the financial statements.
Board of Directors
PINT is led by a Board of non‑executive Directors, all of whom are considered to be independent. In line with the recommendations of the AIC Code, all Directors will stand for election or
re‑election, as appropriate, at the forthcoming AGM, except for the Chair, as outlined on page 70. Directors’ biographies can be found on pages 63 and 64, and more information on the recent
changes to the Board’s composition can be found on page 10.
The general powers of the Directors are set out in PINT’s Articles of Association, which provide that the business of PINT shall be managed by the Board, which may exercise all the powers of
the Company, subject to any limitations imposed by applicable legislation, the Articles and any directions given by special resolution of the Company’s shareholders. Any amendments to the
Articles of Association must be made by special resolution at a general meeting of the shareholders.
The rules concerning the appointment and replacement of Directors are set out in the Company’s Articles of Association and in the Companies Act 2006. There are no agreements between the
Company and its Directors concerning any compensation for their loss of office that could occur because of a takeover bid.
Insurance and indemnity provisions
The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may take independent professional advice at the Company’s expense. The Company has
put in place a Directors’ and Officers’ liability insurance policy which includes cover for legal expenses. Under the terms of appointment of each Director, the Company has agreed, subject to the
restrictions and limitations imposed by statute and by the Company’s Articles of Association, to indemnify each Director against all costs, expenses, losses and liabilities incurred in execution of
his/her office as Director or otherwise in relation to such office. Save for such indemnity provisions in the Company’s Articles of Association and in the Directors’ terms of appointment, there are
no qualifying third‑party indemnity provisions in force.
Share capital and voting rights
The rights attaching to the Company’s shares are set out in the Company’s Articles of Association. Further details can be found in Note 16 of the financial statements. As at 31 December 2024
and as at the date of this report, the Company’s share capital is as follows:
Share capital and voting rights
Number of
shares in
circulation
Voting rights
attached to
each share
Number of
shares held
in treasury
Total number
of shares in
issue (including
shares held
in treasury)
As at 31 December 2024 468,625,000 1 11,375,000 480,000,000
As at 31 March 2025 468,625,000 1 11,375,000 480,000,000
DIRECTORS'
REPORT
91
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Share capital and voting rights continued
There are no restrictions on the free transferability of the
shares, subject to compliance with applicable securities
laws and provisions in the Articles entitling the Board to
decline to register certain transfers in a limited number of
circumstances, such as where the transfer might cause
the Company to be subject to or operate in accordance
with applicable US laws. The powers of the Directors are
detailed in the Company’s Articles and are subject to relevant
legislation and, in certain circumstances (including in relation
to issuing or buying back PINT's shares), are subject to the
authority being given to the Directors by PINT’s shareholders.
At the AGM in June 2024, the Directors were granted a
general authority to allot new shares up to an aggregate
value of £1,564,500, approximately 33.33% of the issued
share capital of the Company. This authority expires at the
2025 AGM, and the Directors propose to renew it at the
upcoming AGM in June 2025. A general authority to disapply
pre‑emption rights, which enable the Board to issue Ordinary
Shares for cash, without pre‑emption rights applying, up to
approximately 10% of the Company’s issued share capital was
also granted to the Company at the 2024 AGM, and the Board
will seek to renew this authority as well.
Given a challenging period for many infrastructure investment
companies, and the Directors’ belief that the share price
at which the Company’s shares were trading materially
undervalued PINT’s portfolio and prospects, in 2023, the
Board announced its intention to buy back PINT’s shares up to
a total consideration of £10 million. Since then, in April 2024
the Board announced a renewed commitment to its share
buyback programme, allocating an additional £8.4 million
for further buybacks, as part of its capital allocation policy.
An authority to repurchase up to 70,355,565 shares,
representing 14.99% of the Company’s issued share capital,
and cancel or hold them in treasury was granted to the
Directors at the 2024 AGM. During 2024, the Company
purchased a total of 3,990,000 Ordinary Shares of 1p each
(nominal value of £39,900) at a total cost of £3.4 million (at a
weighted average price of £0.85 per share), representing
c.0.83% of the Company’s issued share capital. All purchased
shares are kept in treasury. As at 31 December 2024, the
Company had a remaining authority to purchase a further
69,630,565 shares; this authority will expire at the conclusion
of the 2025 AGM, and the Board intends to propose a
resolution to renew this authority at the forthcoming AGM in
June 2025.
Dividends
On 20 March 2025, the Board declared a second interim
dividend of 2.1p per share for the year ended 31 December
2024, payable on 22 April 2025. A first interim dividend of 2.1p
per Ordinary Share was paid on 25 October 2024.
Financial risk management
Details in relation to the Company’s use of derivative financial
instruments, financial risk management objectives and
policies, including policies for hedging each major type of
forecasted transaction for which hedge accounting is used,
as well as the Company’s exposure to price, credit, liquidity
or cash flow risk, are set out in Note 23 to the financial
statements.
Management
The Company entered into an Investment Management
Agreement with the Company’s Investment Manager,
Pantheon Ventures (UK), on 13 October 2021. Under this
agreement Pantheon was appointed as the Company’s
Alternative Investment Fund Manager (AIFM), and has been
approved as an AIFM by the FCA.
Pantheon Ventures (UK) is part of the Pantheon Group.
Affiliated Managers Group, Inc. (AMG), alongside senior
members of the Pantheon team, acquired the Pantheon
Group in 2010. The ownership structure, with Pantheon senior
management owning a meaningful share of the business,
provides a framework for long‑term succession and enables
Pantheon management to continue to direct the firm’s
day‑to‑day operations. AMG is a global asset management
company with equity investments in leading boutique
investment management firms.
Under the terms of the Investment Management Agreement,
Pantheon Ventures (UK) is the sole and exclusive
discretionary manager of all the assets of the Company
and provides certain additional services in connection with
the management and administration of the Company’s
affairs, including monitoring the performance of, and giving
instructions on behalf of the Company to, other service
providers to the Company.
DIRECTORS'
REPORT
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PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Management continued
The Investment Manager is entitled to a monthly management
fee at an annual rate of:
i. 1.0% of the part of the Company’s NAV up to and including
£750 million; and
ii. 0.9% of the part of such NAV in excess of £750 million.
The Investment Management Agreement is capable of being
terminated (without penalty to the Company) by either party
giving no less than twelve months’ notice in writing at any
time on or after the fourth anniversary of the admission of the
Ordinary Shares of the Company on the Main Market of the
London Stock Exchange and on the Official List of the FCA as
contemplated by the Company’s Prospectus dated 13 October
2021 (or at the Company’s option, by making a payment in lieu
of such notice).
The Investment Management Agreement is capable of being
terminated by the Company (without penalty to the Company)
immediately if, among other things, the Investment Manager
materially breaches its obligations (and cannot or does not
remedy the breach) or goes into liquidation. The Investment
Manager has the benefit of an indemnity from the Company
in respect of liabilities arising out of the proper performance
of its duties and compliance with instructions given to it by
the Board and an exclusion of liability save to the extent
of any fraud, gross negligence, wilful default, bad faith or
knowing violation of applicable laws. Pantheon Ventures
(UK) sources, evaluates and manages investments on the
Company’s behalf, allocating investments to the Company,
in accordance with Pantheon’s investment allocation policy,
that are in line with the strategy agreed with the Board and
the Company’s investment objective and policy.
Continuing appointment of the Investment
Manager
The Board keeps the performance of the Investment Manager
under continual review, and the MEC carries out an annual
review of the Investment Manager’s performance and the
terms of the Investment Management Agreement. A summary
of that review can be found on page 81. The investment
performance is satisfactory and the Investment Manager is
well placed to continue to manage the assets of the Company
according to the Company’s strategy, therefore, the Board is
of the opinion that Pantheon’s continued appointment remains
in the interests of the Company and its shareholders.
Going concern
The Company’s business activities, together with the factors
likely to affect its future development, performance and
position, including its financial position, are set out in the
strategic report and Investment Manager’s report. The
Directors have made an assessment of going concern, taking
into account both the Company’s financial position at the
balance sheet date and the expected performance of the
Company, using the information available up to the date of
issue of the financial statements.
Total available financing as at 31 December 2024 stood at
£138.8 million, comprising £23.8 million in available cash
balances and £115.0 million through the Company’s RCF,
which matures in March 2027. The Company maintains a
policy to hold liquidity sufficient to cover all future operating
and financial commitments due in the next twelve months.
This includes all forecast operating costs, anticipated
dividend payments, foreign exchange hedge settlements
due (based on mark‑to‑market valuations), and all unfunded
investment commitments which could be called during the
period as detailed in the Cash and liquidity management
section on page 39.
As part of the going concern review, the Directors considered
different downside scenarios and their potential impact on
PINT’s liquidity. The scenarios modelled included varying
degrees of decline in investment valuations and other key
drivers such as: lower‑than‑expected investment returns;
higher‑than‑expected operating expenses; and absence of
equity capital raises, realisations and distribution receipts.
The Company has several ways in which it could limit or
mitigate the impact these possible developments could have
on the balance sheet, including drawing on the RCF, which
includes the provision of additional liquidity for working
capital. It is assumed that the RCF will be renewed on similar
terms prior to its maturity in March 2027.
After due consideration of the activities of the Company,
its assets, liabilities, commitments and financial resources,
the Directors concluded that the Company has adequate
resources to continue in operation for at least twelve
months from the approval of the financial statements for the
year ended 31 December 2024. For this reason, the Board
considers it appropriate to continue to adopt the going
concern basis in preparing the financial statements.
Related party transactions
Related party transactions for the year can be found in
Note 24 to the financial statements.
DIRECTORS'
REPORT
CONTINUED
93
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Substantial shareholdings
During 2024, the Company received notification of the
following disclosable interests in the voting rights of the
Company:
Shareholders
Number of
shares held
% of total
voting rights
1
Rathbones Investment
Management Ltd 79,340,367 16.93%
Schroders Plc 47,728,179 10.12%
Evelyn Partners Limited 47,277,733 10.00%
Quilter Plc 28,000,668 5.96%
Close Asset Management
Limited 20,870,685 4.42%
1. Based on the total voting rights at the time.
These holdings may have changed since notified to the
Company because a notification of change is not required
until shareholders cross a regulatory threshold again. Since
the year end, the Company has been notified of the following
changes:
•
on 14 January 2025, Quilter Plc notified the Company
that it had decreased its shareholding to 22,956,977
(4.89%);
•
on 11 March 2025, Schroders Plc notified the Company
that it had increased its shareholding to 56,616,677
(12.08%); and
•
on 27 March 2025 Rathbones Investment Management
Limited notified the Company that it had decreased its
shareholding to 74,866,697 (15.98%).
Greenhouse gas emissions and TCFD
All of PINT’s activities are outsourced to third parties.
As such, the Company does not have any physical assets,
property, employees or operations, nor does it generate any
greenhouse gas or other emissions or consume any energy
reportable under the Companies Act 2006 (strategic report
and Directors’ report) Regulations 2013 or the Companies
(Directors’ report) and Limited Liability Partnerships
(energy and carbon report) Regulations 2018, implementing
the UK Government’s policy on Streamlined Energy and
Carbon Reporting. Whilst PINT is exempt from complying
with the requirements of the Companies Act 2006 to produce
a Non‑Financial and Sustainability Information Statement or
report against the TCFD framework, last year the Company
released its second annual sustainability report, which
incorporated more detailed reporting in accordance with the
TCFD recommendations and the next report will be released
in June 2025. More details can be found on page 49. Further
details of the Investment Manager’s approach to responsible
investment practices and sustainability can be found in the
strategic report on pages 46 to 51.
Modern Slavery Act
As an investment trust, PINT does not provide goods or
services in the normal course of business, nor does it have
employees, customers or turnover. Consequently, the
Company is not in scope of the Modern Slavery Act (the ‘Act’)
and is therefore not required to make a slavery or human
trafficking statement under the Act. Notwithstanding the fact
that the Company’s own supply chain consists predominantly
of professional advisers and service providers in the financial
services industry, and is considered to present a low risk of
modern slavery, the Company has a zero‑tolerance approach
to modern slavery and has adopted its own Modern Slavery
and Human Trafficking Statement which was approved by the
Board in May 2022 and is reviewed annually.
The MEC also monitors (by self‑assessment) the modern
slavery policies of PINT’s major suppliers. Pantheon’s Modern
Slavery Statement can be found on Pantheon’s website.
Political donations
The Company made no political donations during the year to
31 December 2024. The Company has in place an Anti‑Bribery
and Charitable & Political Donations Policy.
Listing Rule 6.6.4R
The Company confirms that there are no items which require
disclosure under Listing Rule 6.6.4R in respect of the year
ended 31 December 2024.
Annual General Meeting (AGM)
The Company’s AGM will be held on 19 June 2025. The
business to be proposed at the AGM will be set out in a
separate Notice of Meeting which will be published shortly.
Audit information
The Directors who held office at the date of approval of the
Directors’ report confirm that, so far as they are aware, there
is no relevant audit information of which the Company’s
Auditor is unaware; and each Director has taken all steps
that he or she ought to have taken as a Director to make
himself or herself aware of any relevant audit information
and to establish that the Company’s Auditor is aware of that
information.
Approval
The Directors’ report has been approved by the Board.
On behalf of the Board
Vagn Sørensen
Chair
31 March 2025
DIRECTORS'
REPORT
CONTINUED
94
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable
laws and regulations. Company law requires the Directors to
prepare financial statements for each financial year. Under
that law they have elected to prepare the financial statements
in accordance with applicable law and UK Accounting
Standards (United Kingdom Generally Accepted Accounting
Practice). Under company law the Directors must not approve
the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company
as at the end of each financial year and of the profit or loss of
the Company for that period.
In preparing these financial statements, the Directors are
required to:
•
present a true and fair view of the financial position,
financial performance and cash flows of the Company;
•
select suitable accounting policies in accordance with FRS
102 and then apply them consistently;
•
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
•
make judgements and estimates that are reasonable and
prudent;
•
state whether applicable UK Accounting Standards
have been followed, subject to any material departures
disclosed and explained in the financial statements; and
•
prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are also responsible for preparing the strategic
report, the Directors’ report, the Directors’ remuneration
report, the corporate governance statement and the report
of the Audit and Risk Committee in accordance with the
Companies Act 2006 and applicable regulations, including
the requirements of the Listing Rules and the Disclosure
Guidance and Transparency Rules. The Directors have
delegated responsibility to the Investment Manager for the
maintenance and integrity of the Company’s corporate and
financial information included on the Company’s website
(www.pantheoninfrastructure.com). Legislation in the United
Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Each of the Directors, whose names are listed on pages 63
and 64, confirms that to the best of his or her knowledge:
•
the financial statements, prepared in accordance with
applicable accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit of the
Company; and
•
the management report, which is incorporated in the
strategic report and Directors’ report, includes a fair review
of the development and performance of the business and
the position of the Company, together with a description of
the principal risks and uncertainties that it faces.
The UK Corporate Governance Code requires Directors
to ensure that the annual report and financial statements
are fair, balanced and understandable. In order to reach a
conclusion on this matter, the Board has requested that the
Audit and Risk Committee advises on whether it considers
that the annual report and financial statements fulfil these
requirements. The process by which the Audit and Risk
Committee has reached these conclusions is set out in its
report on pages 75 to 79. As a result, the Board has concluded
that the annual report and financial statements for the year
ended 31 December 2024, taken as a whole, are fair, balanced
and understandable and provide the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
Signed on behalf of the Board by
Vagn Sørensen
Chair
31 March 2025
DIRECTORS'
RESPONSIBILITY STATEMENT
95
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT
GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL
STATEMENTS
What’s in this section
Independent Auditor’s report ................................................97
Income statement .................................................................104
Statement of changes in equity ..........................................105
Balance sheet ........................................................................106
Cash flow statement ............................................................. 107
Notes to the financial statements ......................................108
96
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
Opinion
We have audited the financial statements of Pantheon Infrastructure plc
(the “Company”) for the year ended 31 December 2024 which comprise
the Income Statement, the Statement of Changes in Equity, the Balance
Sheet, the Cash Flow Statement, and the related notes 1 to 25 including
a summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and
United Kingdom Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland” (United
Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
•
give a true and fair view of the Company’s affairs as at 31 December
2024 and of its profit for the year then ended;
•
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to public
interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
The non‑audit services prohibited by the FRC’s Ethical Standard were not
provided to the Company and we remain independent of the Company in
conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the Directors’
assessment of the Company’s ability to continue to adopt the going
concern basis of accounting included:
•
Confirming our understanding of the Company’s going concern
assessment process and engaging with the Directors and the
Investment Manager to determine if all key factors were considered in
their assessment.
•
Inspecting the Directors’ assessment of going concern, including the
portfolio cashflow forecast, for the period to 31 March 2026 which is
at least twelve months from the date the financial statements were
authorised for issue. In preparing the portfolio cashflow forecast, the
Company has concluded that it is able to continue to meet its ongoing
costs as they fall due.
•
Reviewing the factors and assumptions, applied to the portfolio
cashflow forecast and the liquidity assessment of the investment
portfolio. We considered the appropriateness of the methods used to
calculate the portfolio cashflow forecast and the liquidity assessment
and determined, through testing of the methodology and calculations,
that the methods, inputs and assumptions utilised were appropriate to
be able to make an assessment for the Company.
•
Inspecting the Directors’ assessment of the risk of breaching the
loan facility covenants as a result of a reduction in the value of the
Company’s portfolio. We recalculated the Company’s compliance with
loan facility covenants in the scenarios assessed by the Directors who
also performed reverse stress testing in order to identify what factors
would lead to the Company breaching the financial covenants.
•
Considering the mitigating factors included in the portfolio cashflow
forecasts and covenant calculations that are within the control of the
Company.
•
Reviewing the Company’s going concern disclosures included in the
annual report in order to assess that the disclosures were appropriate
and in conformity with the reporting standards.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to
continue as a going concern for the period to 31 March 2026.
INDEPENDENT
AUDITOR’S
REPORT
To the members of Pantheon
Infrastructure Plc
97
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Conclusions relating to going concern continued
In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in
relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. However,
because not all future events or conditions can be predicted, this statement is not a guarantee as to the Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters Risk of inaccurate valuation of investments
Risk of inappropriate revenue recognition with respect to investment income
Materiality Overall materiality of £5.6 million (2023: £5.0 million) which represents 1% of shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company.
This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness
of controls, the potential impact of climate change and changes in the business environment when assessing the level of work to be performed. All audit
work was performed directly by the audit engagement team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the Company. The Company has determined that the most significant future
impacts from climate change on its operations will be from changes in regulations that may adversely affect its underlying portfolio investments. Its
approach to managing climate and other ESG risks as part of managing investment risk is explained on pages 46 to 51 of the Strategic Report, which form
part of the “Other information,” rather than the audited financial statements. Our procedures on these unaudited disclosures therefore consisted solely
of considering whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise
appear to be materially misstated, in line with our responsibilities on “Other information”.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statements as set out in Note
1 and conclusion that there was no material impact from climate change on the financial statements. We also challenged the Directors’ considerations of
climate change in their assessment of going concern and viability and associated disclosures. Where considerations of climate change were relevant to
our assessment of going concern, these are described above.
Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit
matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide
a separate opinion on these matters.
98
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Risk Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Risk of inaccurate valuation of
investments
Refer to the Audit and Risk Committee
Report (page 76); Accounting policies
(page 109); and Note 10 of the Financial
Statements (page 117)
The investments amounted to £531.7m
as at 31 December 2024 (2023:
£417.7m). Investments represent 96%
of the Net Asset Value (NAV) of the
Company and consist of unlisted
investments in infrastructure assets.
The valuation of the assets held in the
investment portfolio is the key driver
of the Company’s net asset value
and total return. Incorrect investment
valuation could have a significant impact
on the return generated for shareholders.
During the year, Pantheon Infrastructure
Holdings LP (“PIH”), a wholly‑owned
subsidiary of the Company distributed
income received from investments
to the Company by way of dividends,
which have now been recognised in
the revenue and capital columns of the
Income Statement according to the
underlying nature of the distribution.
We attribute a higher risk of estimation
uncertainty to a portfolio of this nature
and deem the valuation of unlisted
investments at fair value to be a fraud
and significant audit risk.
We performed the following procedures:
We obtained an understanding of the Company’s processes and controls
surrounding investment valuation by performing walkthroughs to assess the
design and implementation of controls in place and attended the Investment
Manager’s year end valuation committee as an observer.
We obtained the most recent audited financial statements of the fund or
co‑investment vehicle in which the Company’s investment portfolio is held
and reviewed the auditor’s opinion to confirm that the underlying investment
is held at fair value in a manner consistent with FRS 102 and that there are no
audit opinion modifications which would affect the fair value of the investments.
We obtained the most recent audited financial statements of the fund or
co‑investment vehicle in which the Company’s investment portfolio is held
and compared the value of the investments to the value of the investment per
the capital statement in the same period, to check the retrospective accuracy
of the capital statements.
We obtained independent confirmation from the General Partner / Manager of
the fund or co‑investment vehicle in which the Company’s investment portfolio
is held of the Company’s capital committed, contributed and fair value as at the
valuation date.
We agreed a sample of calls and distributions to Call and Distribution Notices,
tracing payment and receipt to bank statements.
We reviewed valuation analyses prepared by the Investment Manager and
attended its year end valuation committee to understand the key movements
in the valuation models. With the assistance of our valuation specialists where
relevant, we assessed their appropriateness based on the nature of the asset
and our understanding of the markets in which they operate.
For a sample of investments, we engaged our internal valuation specialists to
review the inputs and major assumptions.
The results of our
procedures identified no
material misstatement
in relation to the risk of
inaccurate valuation of
investments.
99
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Risk Our response to the risk
Key observations
communicated to the
Audit and Risk Committee
Risk of inappropriate revenue recognition
with respect to investment income
Refer to the Accounting policies
(page 110); and Note 2 of the
Financial Statements (page 112)
The investment income recorded
in the year to 31 December 2024
amounted to £33m (2023: £Nil).
We consider that the recognition of
investment income represents a fraud
risk given the presumption that the risk
of fraud applies to revenue under UK ISA
and the importance placed on generating
a consistent level of investment income to
meet the Company’s dividend objectives.
We obtained an understanding of the nature of the investment income
attributable to PINT from its investment portfolio.
We obtained an understanding of the Investment Manager’s and
Administrator’s processes and controls surrounding investment income,
by performing a walkthrough to evaluate the design of controls.
We obtained distribution notices for distributions from the Company’s
investment portfolio during the period.
We obtained evidence of board approval for distributions from PIH during
the period.
We reconciled the distributions from the Company’s investment portfolio
during the period to the bank statement.
We assessed whether investment income is being accounted for and
recognised in accordance with FRS 102.
The results of our
procedures identified no
material misstatement
in relation to the risk of
inappropriate revenue
recognition with respect
to investment income.
100
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Our application of materiality
We apply the concept of materiality in planning and performing the audit,
in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £5.6 million (2023: £5.0
million), which is 1% of shareholders’ funds. We believe that shareholders’
funds provide us with materiality aligned to the key measure of the
Company’s performance.
During the course of our audit, we reassessed initial materiality and made
no changes to the basis of calculation from our original assessment at the
planning stage.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment
of the Company’s overall control environment, our judgement was that
performance materiality was 75% of our planning materiality, namely
£4.2 million (2023: £3.8 million). We set performance materiality at this
percentage due to our understanding of the control environment that
indicates a lower risk of misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identified misstatements are considered as being
clearly trivial.
We agreed with the Audit and Risk Committee that we would report to
them all uncorrected audit differences in excess of £0.3 million (2022:
£0.3 million), which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual
report, other than the financial statements and our Auditor’s report
thereon. The Directors are responsible for the other information contained
within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the
audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
•
the information given in the Strategic Report and the Directors’ Report
for the financial year for which the financial statements are prepared is
consistent with the financial statements; and
•
the Strategic Report and Directors’ Reports have been prepared in
accordance with applicable legal requirements.
101
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Matters on which we are required to report by
exception
In light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic Report or Directors’ Report.
Opinions on other matters prescribed by the
Companies Act 2006 continued
We have nothing to report in respect of the following matters in relation
to which the Companies Act 2006 requires us to report to you if, in our
opinion:
•
adequate accounting records have not been kept, or returns adequate
for our audit have not been received from branches not visited by us; or
•
the financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting records
and returns; or
•
certain disclosures of Directors’ Remuneration specified by law are not
made; or
•
we have not received all the information and explanations we require
for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern,
longer‑term viability and that part of the Corporate Governance Statement
relating to the Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review by the UK Listing
Rules.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
•
The Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 93;
•
The Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 61;
•
The Director’s statement on whether it has a reasonable expectation
that the Company will be able to continue in operation and meets its
liabilities set out on page 93;
•
The Directors’ statement on fair, balanced and understandable set out
on page 95;
•
The Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 93;
•
The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out
on page 77; and
•
The section describing the work of the Audit and Risk Committee set
out on page 75.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set
out on page 95, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial
statements.
102
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT
AUDITOR’S
REPORT
CONTINUED
To the members of Pantheon
Infrastructure Plc
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non‑compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company and
management.
•
We obtained an understanding of the legal and regulatory frameworks
that are applicable to the Company and determined that the most
significant are United Kingdom Generally Accepted Accounting
Practice, the Companies Act 2006, the Listing Rules, the UK Corporate
Governance Code, the Association of Investment Companies’ Code and
Statement of Recommended Practice, Section 1158 of the Corporation
Tax Act 2010 and The Companies (Miscellaneous Reporting)
Regulations 2018.
•
We understood how the Company is complying with those frameworks
through discussions with the Audit and Risk Committee and the
Company Secretary and a review of Board minutes and the Company’s
documented policies and procedures.
•
We assessed the susceptibility of the Company’s financial statements
to material misstatement, including how fraud might occur by
considering the key risks impacting the financial statements. We
identified a fraud risk with respect to management override in relation
to the valuation of investments and investment income. Further
discussion of our approach is set out in the section on the key audit
matters above.
•
Based on this understanding we designed our audit procedures
to identify non‑compliance with such laws and regulations. Our
procedures involved a review of the Company Secretary’s reporting
to the Directors with respect to the application of the documented
policies and procedures and review of the financial statements to
confirm compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at
h t t p s : / / w w w . f r c . o r g . u k / a u d i t o r s r e s p o n s i b i l i t i e s . This description
forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the Audit and Risk Committee, we
were appointed by the Company on 4 August 2022 to audit the financial
statements for the period ending 31 December 2022 and subsequent
financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is 3 years, covering the period from
31 December 2022 to 31 December 2024.
The audit opinion is consistent with the additional report to the Audit and
Risk Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the Company
and the Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Matthew Price (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
31 March 2025
103
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
INCOME
STATEMENT
For the year ended 31 December 2024
For the year ended 31 December 2024 For the year ended 31 December 2023
Note
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Gain on investments at fair value
through profit or loss
1
10 — 43,200 43,200 — 44,298 44,298
Gains on financial instruments at
fair value through profit or loss 13 — 5,721 5,721 — 12,081 12,081
Foreign exchange gains on cash
and non‑portfolio assets — 264 264 — 77 77
Investment income
2
2 33,001 — 33,001 — — —
Investment management fees 3 (5,378) — (5,378) (4,939) — (4,939)
Other expenses 4 (1,546) — (1,546) (1,702) (157) (1,859)
Profit/(loss) before financing and
taxation 26,077 49,185 75,262 (6,641) 56,299 49,658
Finance income 5 488 — 488 3,109 — 3,109
Interest payable and similar
expenses 6 (2,048) — (2,048) (1,484) — (1,484)
Profit/(loss) before taxation 24,517 49,185 73,702 (5,016) 56,299 51,283
Taxation 7 (1,576) — (1,576) (1,697) — (1,697)
Profit/(loss) for the year, being
total comprehensive income for
the year 22,941 49,185 72,126 (6,713) 56,299 49,586
Earnings per share –
basic and diluted 8 4.89p 10.48p 15.37p (1.40)p 11.79p 10.39p
1. Includes foreign exchange movements on investments.
2. Includes income relating to distributions from infrastructure investments received by PIH LP prior to 31 December 2023. This is not an accounting policy change, see Note 2 for details.
The Company does not have any income or expense that is not included in the return for the year, therefore the return for the year is also the total
comprehensive income for the year. The supplementary revenue and capital columns are prepared under guidance published in the Statement of
Recommended Practice (SORP) issued by the AIC. The total column of the statement represents the Company’s statement of total comprehensive income
prepared in accordance with FRS 102.
All revenue and capital items in the above statement relate to continuing operations.
The notes on pages 108 to 126 form part of these financial statements.
104
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
STATEMENT OF
CHANGES IN
EQUITY
For the year ended 31 December 2024
Movement for the year ended
31 December 2024 Note
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
1
£’000
Capital
reserve
1
£’000
Revenue
reserve
1
£’000
Total
£’000
Balance at 1 January 2024 4,800 79,262 362,357 66,821 (9,207) 504,033
Ordinary Shares bought
back and held in treasury 16 — — (3,401) — — (3,401)
Share buyback costs — — (18) — — (18)
Dividends paid 9 — — (9,391) — (9,856) (19,247)
Profit for the year — — — 49,185 22,941 72,126
Closing equity shareholders' funds 4,800 79,262 349,547 116,006 3,878 553,493
Movement for the year ended
31 December 2023
Balance at 1 January 2023 4,800 79,449 382,484 10,522 (2,494) 474,761
Share issue costs — (187) — — — (187)
Ordinary Shares bought
back and held in treasury 16 — — (5,789) — — (5,789)
Share buyback costs — — (35) — — (35)
Dividends paid 9 — — (14,303) — — (14,303)
Profit/(loss) for the year — — — 56,299 (6,713) 49,586
Closing equity shareholders' funds 4,800 79,262 362,357 66,821 (9,207) 504,033
1. The capital redemption reserve, capital reserve and revenue reserve are all the Company’s distributable reserves. The capital redemption reserve arose from the cancellation of the Company’s share
premium account in 2022 and is a distributable reserve. The Company is also able to distribute realised gains from the capital reserve. As at 31 December 2024, there were £15,219,000 reserves
available for distribution from this reserve.
The notes on pages 108 to 126 form part of these financial statements.
105
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
BALANCE
SHEET
As at 31 December 2024
Note
31 December
2024
£’000
31 December
2023
£’000
Fixed assets
Investments at fair value 10 531,684 471,668
Debtors 11 275 609
Current assets
Derivative financial instruments 13 4,688 4,447
Debtors 11 952 817
Cash and cash equivalents 12 23,778 29,361
29,418 34,625
Creditors: amounts falling due within one year
Derivative financial instruments 13 (5,591) —
Other creditors 14 (1,905) (2,309)
(7,496) (2,309)
Net current assets 21,922 32,316
Total assets less current liabilities 553,881 504,593
Creditors: amounts falling due after one year
Derivative financial instruments 13 (388) (560)
Net assets 553,493 504,033
Capital and reserves
Called‑up share capital 16 4,800 4,800
Share premium 17 79,262 79,262
Capital redemption reserve 17 349,547 362,357
Capital reserve 17 116,006 66,821
Revenue reserve 17 3,878 (9,207)
Total equity shareholders' funds 553,493 504,033
NAV per Ordinary Share 18 118.1p 106.6p
The financial statements were approved by the Board of Pantheon Infrastructure Plc on 31 March 2025 and were authorised for issue by:
Vagn Sørensen
Chair
Company Number: 13611678
The notes on pages 108 to 126 form part of these financial statements.
106
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
CASH FLOW
STATEMENT
For the year ended 31 December 2024
31 December
2024
£’000
31 December
2023
£’000
Cash flow from operating activities
Investment management fees paid (5,261) (4,810)
Operating expenses paid (1,422) (1,403)
Other cash payments (163) (259)
Net cash outflow from operating activities (6,846) (6,472)
Cash flow from investing activities
Purchase of investments (6,570) (137,614)
Distributions from PIH LP 21,180 9,929
Derivative financial instruments gain/(loss) on settlements 10,899 (326)
Net cash inflow/(outflow) from investing activities 25,509 (128,011)
Cash flow from financing activities
Share issue costs — (187)
Share buyback costs (3,624) (5,619)
Dividends paid (19,247) (14,303)
Loan facility arrangement fee (734) (1,889)
Loan facility commitment fee (1,438) (620)
Loan facility drawn 3,000 —
Loan facility repaid (3,000) —
Finance costs (20) (2)
Finance income 553 3,450
Net cash outflow from financing activities (24,510) (19,170)
Decrease in cash and cash equivalents in the year (5,847) (153,653)
Cash and cash equivalents at the beginning of the year 29,361 182,937
Foreign exchange gains 264 77
Cash and cash equivalents at the end of the year 23,778 29,361
The notes on pages 108 to 126 form part of these financial statements.
107
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
1. Accounting policies
Pantheon Infrastructure Plc (the ‘Company’) is a listed closed‑ended
investment company incorporated in England and Wales on 9 September
2021, with registered company number 13611678. The Company began
trading on 15 November 2021 when the Company’s Ordinary Shares were
admitted to trading on the London Stock Exchange. The registered office
of the Company is MUFG Corporate Governance Limited, Central Square,
29 Wellington Street, Leeds, LS1 4DL.
A. Basis of preparation
The Company’s financial statements have been prepared in compliance
with FRS 102 as it applies to the financial statements of the Company for
the year ended 31 December 2024. They have been prepared under the
historical cost basis of accounting, modified to include the revaluation
of certain assets at fair value. They have also been prepared on the
assumption that approval as an investment trust will continue to be
granted. The Company’s audited financial statements are presented in
GBP sterling and all values are rounded to the nearest thousand pounds
(£’000) except when indicated otherwise.
The financial statements have been prepared in accordance with the
SORP for the financial statements of investment trust companies and
venture capital trusts issued by the AIC in July 2022.
The financial statements comprise the results of the Company only.
The Company has control over two subsidiaries, further details of which
are given in Note 20. Where the Company owns a subsidiary that is held as
part of the investment portfolio and its value to the Company is through its
fair value rather than as the medium through which the group carries out
business, the Company excludes it from consolidation. The subsidiaries
have not been consolidated in the financial statements under FRS 102,
but are included at fair value within investments in accordance with
9.9C(a) of FRS 102.
B. Going concern
The financial statements have been prepared on the going concern basis
and under the historical cost basis of accounting, modified to include the
revaluation of certain investments at fair value.
The Directors have made an assessment of going concern, taking into
account the Company’s current performance and financial position as at
31 December 2024.
In addition, the Directors have assessed the outlook, which considers
the potential further impact of ongoing geopolitical uncertainties as
increases in the cost of living, persistent inflation, interest rate uncertainty
and the impact of climate change on the Company's portfolio, using the
information available up to the date of issue of the financial statements.
Details of the assessments made are provided in the principal risks and
uncertainties on pages 57 to 60.
In reaching their conclusion, the Board considered budgeted and
projected results of the business, including projected cash flows,
various downside modelling scenarios and the risks that could impact
the Company’s liquidity. It is assumed that the RCF will be renewed on
similar terms prior to its maturity in March 2027.
Having performed their assessment, the Directors considered it
appropriate to prepare the financial statements of the Company on a
going concern basis. The Company has sufficient financial resources and
liquidity, is well placed to manage business risks in the current economic
environment, and can continue operations for a period of at least twelve
months from the date of issue of these financial statements.
C. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment in infrastructure to generate
investment returns while preserving capital. The financial information
used by the Directors and Investment Manager to allocate resources
and manage the Company presents the business as a single segment
comprising a homogeneous portfolio.
108
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NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
The Sponsor is usually the best placed party to determine the appropriate
valuation. The annual and quarterly reports received from Sponsors
are reviewed by the Investment Manager to ensure consistency and
appropriateness of approach to reported valuations.
The basis of valuation for infrastructure assets provided by Sponsors
depends on the nature of the underlying assets and will typically involve
a fair value approach in line with recognised accounting standards and
industry best practice guidelines such as IPEV. Infrastructure assets often
display particular characteristics which affect the valuation approach,
tending to result in a higher prevalence of discounted cash flows in the
valuation, where the fair value is estimated by deriving the present value
of the expected cash flows generated by the investment through the use
of reasonable assumptions such as appropriate discount rate(s) to reflect
the inherent risk of the asset(s) forming the investment.
The discounted cash flow basis requires assumptions to be made
regarding future cash flows, terminal value and the discount rate to be
applied to these cash flows. There is also consideration given to the
impact of wider megatrends such as the transition to a lower‑carbon
economy and climate change.
The fair value will generally reflect the latest valuations available from
the Sponsor which may not coincide with the Company’s reporting date.
In such cases the Investment Manager performs a roll forward from the
latest available valuation to the relevant reporting date. The roll forward
process takes consideration of the following factors:
i. transactions and foreign exchange movements in the intervening
period; and
ii. adjustments for expected performance of the investment in the
intervening period.
The process may also include, but not be limited to, in consultation with
the Sponsor, changes in multiples/discount rates, asset fundamentals (for
instance operating performance) and the macroeconomic environment.
1. Accounting policies continued
D. Investments
The Company’s underlying assets comprise unlisted investments, the
majority of which are held through its subsidiary, Pantheon Infrastructure
Holdings LP (PIH LP), with one investment held directly. While the
Company operates a robust and consistent valuation process, for all
investments either held directly or through PIH LP, there is significant
estimation uncertainty in the underlying asset valuations which are
estimated at a point in time. Accordingly, while relevant information
relating to but received after the measurement date is considered, the
Directors will only consider an adjustment to the financial statements if it
were to have a significant impact and is indicative of conditions present at
the measurement date.
The Company has fully adopted sections 11 and 12 of FRS 102. All
investments held by the Company are classified as ‘fair value through
profit or loss’. The Company’s business is investing in infrastructure assets
with a view to profiting from their total return in the form of interest,
dividends or increases in fair value. The investments are recognised at fair
value on initial recognition represented by the cost of acquisition and the
Company manages and evaluates the performance of its investments on a
fair value basis.
Upon initial recognition, investments held by the Company are classified
‘at fair value through profit or loss’. All gains and losses are allocated to
the capital column within the Income statement as ‘Gains on investments
held at fair value through profit or loss’. When a purchase or sale is made
under a contract, the terms of which require delivery within the time
frame of the relevant market, the investments concerned are recognised
or derecognised on the trade date. Subsequent to initial recognition,
investments are valued at fair value through profit or loss. The fair values
for the Company’s investments are established by the Directors after
discussion with the Investment Manager using valuation techniques in
accordance with the International Private Equity and Venture Capital
(IPEV) guidelines. Valuations are based on periodic valuations provided
by the Sponsors of the investments and recorded up to the measurement
date. Such valuations are necessarily dependent upon the reasonableness
of the valuations by the Sponsor of the underlying assets. In the absence
of contrary information the values are assumed to be reliable.
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NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
The Company has elected not to apply hedge accounting and therefore
changes in the fair value of forward foreign currency exchange contracts
are recognised within the capital column of the Income statement in the
period in which they occur.
F. Income
Investment income
Distributions from PIH LP to the Company are recognised within the
revenue column of the Income Statement when the Company’s rights as
a Limited Partner to receive payment have been established, with income
distributions made to PINT following an underlying income or dividend,
distribution from an investment held by PIH LP. The classification of
the distribution to PINT is based on the classification of the underlying
distributions received by PIH LP.
Overseas dividends are gross of the appropriate rate of withholding tax,
with any withholding tax suffered being shown as part of the revenue
account tax charge.
Other income
Other income is accounted for on an accruals basis.
G. Expenses
All expenses are accounted for on an accruals basis. Expenses, including
investment management fees, are charged through the revenue column,
except expenses which are incidental to the acquisition or disposal of an
investment. These are treated as capital costs, separately identified, and
charged to the capital account of the Income statement.
H. Finance income
Finance income comprises interest received on funds invested into
deposit accounts. Finance income is accounted for on an accruals basis.
I. Finance costs
Finance costs consist of interest and other costs that the Company
incurs in connection with bank and other borrowings. Finance costs
also include the amortisation charge of arrangement fees or other costs
associated with the set‑up of borrowings; these are amortised over the
period of the loan. All other finance costs are expensed in the period in
which they occur.
1. Accounting policies continued
D. Investments continued
On an annual basis, where available the Investment Manager receives
annual audited financial statements for each asset from the relevant
Sponsor. The Investment Manager utilises the audited accounts to gain
comfort that the underlying infrastructure asset is fair valued in line
with recognised accounting standards and audited by a recognised
auditor. This is in addition to the analysis performed by the Investment
Manager to determine the reasonableness of the valuation and that it is
appropriate to the investment and performance thereof.
If the Sponsor does not provide audited financial statements, to the
extent that the Board of the Company or the Investment Manager deem
it appropriate, and it is possible to do in conjunction with the Sponsor,
the valuation of the underlying infrastructure asset is independently
verified. The scope of this verification is determined on a case‑by‑case
basis and, dependent on the asset, could include an independent
valuation report from a valuation provider engaged by the Investment
Manager. The Investment Manager then analyses the independent
valuation report to determine the reasonableness of the valuation and
that it is appropriate to the investment and performance thereof before
presenting to the Investment Manager’s Valuation Committee and the
Board for approval.
E. Derivative financial instruments
The Company makes investments and has commitments in currencies
other than GBP, its reporting currency, and accordingly, a significant
proportion of its investments and cash balances are in currencies
other than GBP. The Company uses forward foreign currency exchange
contracts to hedge foreign exchange risks associated with its underlying
investment activities. The contracts entered into by the Company
are denominated in the currency of the geographic area in which the
Company has significant exposure against its reporting currency.
Forward foreign currency exchange contracts are initially recognised
and subsequently measured at fair value.
The Company uses valuation techniques that are appropriate in the
circumstances and for which sufficient data is available to measure fair
value, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs significant to the fair value measurement
as a whole.
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NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
M. Creditors
Trade and other creditors are initially recognised at fair value and
subsequently held at amortised cost.
N. Interest-bearing loans and liabilities
All bank borrowings are initially recognised at transaction value net of
attributable transaction costs. After initial recognition, all bank borrowings
are measured at amortised cost using the effective interest method.
O. Dividends payable to shareholders
Equity dividends are recognised when they become legally payable.
Interim equity dividends are recognised when paid. Final equity dividends
are recognised when approved by shareholders at an Annual General
Meeting.
P. Share premium
The share premium account represents the accumulated premium paid
for shares issued above their nominal value less issue expenses. This is
a reserve forming part of the non‑distributable reserves. The following
items are taken to this reserve:
•
costs associated with the issue of equity; and
•
premium on the issue of shares.
Q. Capital redemption reserve
The capital redemption reserve represents cancelled share premium
less dividends paid from this reserve. This is a distributable reserve.
This reserve also includes the cost of acquiring the Company’s Ordinary
Shares if the Company is in a position to buy back shares.
R. Capital reserve
The following are accounted for in this reserve:
•
gains and losses on the realisation of investments;
•
unrealised gains and losses on investments;
•
gains and losses on foreign exchange forward contracts;
•
realised foreign exchange differences of a capital nature; and
•
expenses, together with related taxation effect, charged to this reserve
in accordance with the above policies.
The Company is able to distribute realised gains from this reserve.
1. Accounting policies continued
J. Taxation
Corporation tax is recognised in profit or loss except to the extent
that it relates to items recognised directly in equity, in which case it is
recognised in equity.
Deferred tax is provided on temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. The amount of deferred tax that is
provided is based on the expected manner of realisation or settlement of
the carrying amount of assets and liabilities, using tax rates enacted or
substantially enacted at the period end date.
Deferred tax is not provided on capital gains and losses arising on the
revaluation or disposal of investments because the Company meets
(and intends to continue for the foreseeable future to meet) the conditions
for approval as an investment trust company, pursuant to sections 1158
and 1159 of the CTA.
Deferred tax assets are only recognised if it is considered more likely
than not that there will be suitable profits from which the future reversal
of timing differences can be deducted.
Overseas dividends are gross of the appropriate rate of withholding tax,
with any withholding tax suffered being shown as part of the revenue
account tax charge.
K. Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call
with banks and other short‑term highly liquid investments with original
maturities of three months or less at the date of placement, free of any
encumbrances, which are readily convertible into known amounts of
cash and subject to insignificant risk of changes in value.
L. Debtors
Trade and other debtors are initially recognised at transaction value.
Subsequent measurement is at the initially recognised value less any
cash payments from the debtor, and less provision or write off for doubtful
debts. A provision is made where there is objective evidence that the
Company will not be able to recover balances in full. Any adjustment is
recognised in profit or loss as an impairment gain or loss.
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
1. Accounting policies continued
S. Revenue reserve
The revenue reserve represents the surplus of accumulated profits from the revenue column of the Income statement and is distributable.
T. Foreign exchange
The functional and presentational currency of the Company is GBP sterling because it is the primary currency in the economic environment in which the
Company operates and, as a UK listed company, GBP is also its capital raising currency. Transactions denominated in foreign currencies are recorded
in the local currency at actual foreign exchange rates as at the date of transaction. Monetary assets and liabilities denominated in foreign currencies
at the period end are reported at the rates of foreign exchange prevailing at the period end. Any gain or loss arising from a change in exchange rates
subsequent to the date of the transaction is included as a foreign exchange gain or loss in the revenue or capital column of the Income statement
depending on whether the gain or loss is of a capital or revenue nature. For non‑monetary assets these are recognised as fair value adjustments.
U. Significant judgements, estimates and assumptions
The preparation of financial statements requires the Company and Investment Manager to make judgements, estimates and assumptions that affect
the reported amounts of investments at fair value at the financial reporting date and the reported fair value movements during the reporting period.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the
investments at fair value in future years. Details of how the fair values of infrastructure assets are estimated and any associated judgements applied
are provided in the Investments accounting policy on page 109 and Note 22.
2. Investment income
Year ended 31 December 2024 Year ended 31 December 2023
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Income from infrastructure investments 33,001 — 33,001 — — —
33,001 — 33,001 — — —
£14.1 million of investment income relates to distributions from infrastructure investments received by PIH LP prior to 31 December 2023, which have
been distributed from PIH LP to the Company in the current year.
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
3. Investment management fees
Year ended 31 December 2024 Year ended 31 December 2023
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Investment management fees 5,378 — 5,378 4,939 — 4,939
5,378 — 5,378 4,939 — 4,939
The Investment Manager is entitled to a quarterly management fee at an annual rate of:
•
1.0% of the part of the Company’s net asset value up to and including £750 million; and
•
0.9% of the part of such net asset value in excess of £750 million.
As at 31 December 2024, £1,446,000 (31 December 2023: £1,329,000) was owed for investment management fees.
The Investment Manager does not charge a performance fee.
4. Other expenses
Year ended 31 December 2024 Year ended 31 December 2023
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Secretarial and accountancy services 226 — 226 215 — 215
Depositary services 84 — 84 77 — 77
Fees payable to the Company's Auditor for
audit‑related assurance services
– Annual financial statements 126 — 126 150 — 150
Fees payable to the Company's Auditor for
non‑audit‑related assurance services
1
41 — 41 35 — 35
Directors' remuneration
2
189 — 189 183 — 183
Employer's National Insurance 21 — 21 21 — 21
Legal and professional fees 66 — 66 102 151 253
VAT irrecoverable 163 — 163 367 — 367
Other fees 630 — 630 552 6 558
1,546 — 1,546 1,702 157 1,859
1. The non‑audit fees payable to the Auditor relate to the review of the Company’s June 2024 half‑yearly report.
2. A breakdown of Directors’ emoluments is provided in the Directors’ remuneration report on pages 87 to 90.
113
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
5. Finance income
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Finance income 11 82
Bank interest 477 3,027
Total 488 3,109
6. Interest payable and similar expenses
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Commitment fees payable on facility 1,157 913
Amortisation of loan facility arrangement fee 871 569
Loan interest 18 —
Bank interest expense 2 2
2,048 1,484
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
7. Ta xat ion
Year ended 31 December 2024 Year ended 31 December 2023
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Withholding tax deducted from investment
distributions 1,576 — 1,576 1,697 — 1,697
Tax charge from investments
The tax charge for the year differs from the standard rate of corporation tax in the UK of 25% (2023: weighted average rate of 23.5%). The differences are
explained below:
Year ended 31 December 2024 Year ended 31 December 2023
Revenue
£'000
Capital
£'000
Total
£'000
Revenue
£'000
Capital
£'000
Total
£'000
Net return before tax 24,517 49,185 73,702 (5,016) 56,299 51,283
Tax at UK corporation tax rate of 25%
(2023: 23.5%) 6,129 12,296 18,425 (1,179) 13,230 12,051
Non‑taxable investment, derivative
and currency gains — (12,296) (12,296) — (13,230) (13,230)
Non‑taxable investment income (8,250) — (8,250) — — —
Carry forward management expenses 2,121 — 2,121 1,179 — 1,179
Withholding tax deducted from investment
distributions 1,576 — 1,576 1,697 — 1,697
1,576 — 1,576 1,697 — 1,697
Factors that may affect future tax charges
The Company is an investment trust and is therefore not subject to tax on capital gains. Deferred tax is not provided on capital gains and losses arising on
the revaluation or disposal of investments because the Company meets (and intends to meet for the foreseeable future) the conditions for approval as an
investment trust. No deferred tax asset has been recognised in respect of excess management expenses and expenses in excess of taxable income as
they will only be recoverable to the extent that there is sufficient future taxable revenue.
As at 31 December 2024, excess management expenses are estimated to be in excess of £16.7 million (31 December 2023: £8.2 million).
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FINANCIAL STATEMENTS OTHER INFORMATION
8. Earnings per share
Earnings per share (EPS) are calculated by dividing profit for the year
attributable to ordinary equity holders of the Company by the weighted
average number of Ordinary Shares in issue during the year. As there are
no dilutive instruments outstanding, there is no difference between basic
and diluted earnings per share as shown below:
Year ended
31 December 2024 Revenue Capital Total
Earnings for the year
to 31 December 2024
(£'000) 22,941 49,185 72,126
Weighted average
Ordinary Shares
(number) 469,475,273
Basic and diluted
earnings per share 4.89p 10.48p 15.37p
Year ended
31 December 2023 Revenue Capital Total
Earnings for the year
to 31 December 2023
(£'000) (6,713) 56,299 49,586
Weighted average
Ordinary Shares
(number) 477,411,877
Basic and diluted
earnings per share (1.40)p 11.79p 10.39p
9. Dividends paid
Amounts recognised as distributions to equity holders in the year:
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
Second interim dividend for the year
ended 31 December 2023 of 2.0p
(2022: 1.0p) per Ordinary Share 9,391 4,800
First interim dividend for the year ended
31 December 2024 of 2.1p
(2023: 2.0p) per Ordinary Share 9,856 9,503
19,247 14,303
On 20 March 2025 the Company declared a second interim dividend of
2.1p per Ordinary Share, which will be paid on 22 April 2025.
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
116
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FINANCIAL STATEMENTS OTHER INFORMATION
12. Cash and cash equivalents
31 December
2024
£’000
31 December
2023
£’000
Cash 17,660 11,649
Cash equivalents 6,118 17,712
23,778 29,361
Cash equivalents of £6,118,000 were held in a money market fund at
31 December 2024 (31 December 2023: £17,712,000).
13. Derivative financial instruments
Year ended
31 December
2024
£’000
Year ended
31 December
2023
£’000
At the beginning of the year 3,887 (8,520)
Unrealised (losses)/gains on derivative
financial instruments (5,178) 12,407
At the end of the year (1,291) 3,887
Realised gains/(losses) on settlement of
derivative financial instruments 10,899 (326)
Total gain on derivative financial
instruments at fair value through
profit or loss 5,721 12,081
The Company uses forward foreign exchange contracts to minimise
the effect of fluctuations in the value of the investment portfolio from
movements in exchange rates.
As at 31 December 2024, there were 22 contracts due to expire
in the next twelve months valued at a net liability of £903,000
(31 December 2023: 20 contracts with a valuation of £4,447,000).
The remaining contracts due to expire after the twelve months following
the year end were valued as a liability of £388,000 (31 December 2023:
£560,000 liability).
The fair value of these contracts is recorded in the Balance sheet.
No contracts are designated as hedging instruments and consequently
all changes in fair value are taken through profit or loss.
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
10. Investments
31 December
2024
£’000
31 December
2023
£’000
Cost brought forward 407,778 281,790
Opening unrealised appreciation on
investments held
– Unlisted investments 63,890 19,592
Valuation of investments brought forward 471,668 301,382
Movement in year:
Drawdowns/Acquisitions at cost 22,174 125,988
Return of capital (5,358) —
Appreciation on investments held 43,200 44,298
Valuation of investments at year end 531,684 471,668
Cost at year end 424,594 407,778
Closing unrealised appreciation on
investments held
– Unlisted investments 107,090 63,890
Valuation of investments at year end 531,684 471,668
11. Debtors
31 December
2024
£’000
31 December
2023
£’000
Other prepayments – non‑current
1
275 609
Other prepayments – current
1
892 698
Prepayments and accrued income 60 119
1,227 1,426
1. Relates to loan arrangement fees paid up front which are to be released to the Income
statement until the loan maturity date of 19 March 2027.
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NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
13. Derivative financial instruments continued
As at 31 December 2024, the notional amount of the forward foreign
exchange contracts held by the Company was £384.9 million
(31 December 2023: £340.3 million).
14. Other creditors
31 December
2024
£’000
31 December
2023
£’000
Investment management fees payable 1,446 1,329
Other creditors and accruals 459 980
1,905 2,309
15. Interest‑bearing loans and borrowings
31 December
2024
£’000
31 December
2023
£’000
At beginning of the year — —
RCF drawn in the year 3,000 —
RCF repaid in the year (3,000) —
Interest‑bearing loans and borrowings — —
Loan arrangement fee brought forward 1,306 1,087
Loan arrangement fee incurred in
the year 733 788
Loan arrangement fee amortised for
the year (872) (569)
Loan arrangement fee carried forward 1,167 1,306
Total credit facility payable — —
The Company entered into a £62.5 million RCF with Lloyds Bank
Corporate Markets in December 2022. In June 2023, this was increased
by £52.5 million, bringing the RCF total to £115.0 million. As part of
the increase, the Company diversified its lender group through the
introduction of The Royal Bank of Scotland International Limited alongside
Lloyds Bank Corporate Markets.
The RCF includes a loan to value covenant, with a maximum loan to value
ratio of 35%.
The RCF is denominated in GBP, with the option to be utilised in other
major currencies. The rate of interest is the relevant currency benchmark
plus an initial margin of 2.85% per annum, reducing to 2.65% once certain
expansion thresholds have been met. A commitment fee of 1.00% per
annum is payable on undrawn amounts.
On 18 March 2024, the Company agreed an extension to its £115.0 million
RCF, resetting its maturity to March 2027. The facility is secured against
the assets held in the Company’s subsidiary, Pantheon Infrastructure
Holdings LP.
On 28 October 2024, £3.0 million was drawn on the RCF, this was repaid
on 25 November 2024. As at 31 December 2024 the RCF was undrawn.
Borrowing costs associated with the RCF are shown as interest payable
and similar expenses in Note 6 to these financial statements.
The loan arrangement fee of £1,167,000 carried forward at
31 December 2024 (2023: £1,306,000) is included within Other
prepayments in Note 11 to these financial statements.
The RCF includes loan to value covenants. The Company complied with
all covenants throughout the financial year.
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
16. Called‑up share capital
31 December 2024 31 December 2023
Allotted, called up and fully paid: Shares £'000 Shares £'000
Ordinary Shares of £0.01
Opening balance 480,000,000 4,800 480,000,000 4,800
Ordinary Shares issued in the year — — — —
Closing balance 480,000,000 4,800 480,000,000 4,800
Treasury shares
Opening balance (7,385,000)
Shares bought back in the year (3,990,000) (7,385,000)
Closing balance (11,375,000) (7,385,000)
Total Ordinary Share capital excluding treasury shares 468,625,000 472,615,000
During the year to 31 December 2024, 3,990,000 Ordinary Shares were bought back in the market, and are held in treasury (31 December 2023:
7,385,000) at a total cost, including stamp duty, of £3,419,000 (31 December 2023: £5,824,000).
119
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
17. Reserves
Year ended 31 December 2024
Share
premium
£'000
Capital
redemption
reserve
£'000
Capital
reserve
£'000
Revenue
reserve
£'000
Total
£'000
Opening balance 79,262 362,357 66,821 (9,207) 499,233
Ordinary Shares bought back and held in treasury — (3,419) — — (3,419)
Gains on investments at fair value through profit or loss — — 43,200 — 43,200
Gains on financial instruments at fair value through profit or loss — — 5,721 — 5,721
Foreign exchange gains on cash non‑portfolio assets — — 264 — 264
Revenue gain for the year — — — 22,941 22,941
Dividends in the year — (9,391) — (9,856) (19,247)
Closing balance 79,262 349,547 116,006 3,878 548,693
Year ended 31 December 2023
Share
premium
£'000
Capital
redemption
reserve
£'000
Capital
reserve
£'000
Revenue
reserve
£'000
Total
£'000
Opening balance 79,449 382,484 10,522 (2,494) 469,961
Ordinary Shares bought back and held in treasury — (5,824) — — (5,824)
Share issue costs (187) — — — (187)
Gains on investments at fair value through profit or loss — — 44,298 — 44,298
Gains on financial instruments at fair value through profit or loss — — 12,081 — 12,081
Foreign exchange differences on cash and non‑portfolio assets — — 77 — 77
Legal and professional expenses charged to capital — — (151) — (151)
Other fees — — (6) — (6)
Revenue loss for the year — — — (6,713) (6,713)
Dividends in the year — (14,303) — — (14,303)
Closing balance 79,262 362,357 66,821 (9,207) 499,233
The Company is able to distribute realised gains from the capital reserve. As at 31 December 2024 there were £15.2 million reserves available for
distribution from this reserve (31 December 2023: £nil).
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FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
18. Net asset value per share
NAV per share is calculated by dividing net assets in the Balance sheet
attributable to ordinary equity holders of the Company by the number
of Ordinary Shares in issue less shares held in treasury at the end of the
year. As there are no dilutive instruments outstanding, both basic and
diluted NAV per share are shown below:
31 December
2024
31 December
2023
Net assets attributable (£’000) 553,493 504,033
Ordinary Shares in issue excluding shares
held in treasury 468,625,000 472,615,000
NAV per Ordinary Share 118.1p 106.6p
19. Reconciliation of loss before financing costs and
taxation to net cash flows from operating activities
Year to
31 December
2024
£’000
Year to
31 December
2023
£’000
Profit before financing costs and taxation 75,262 49,658
Gains on investments (43,200) (44,298)
Foreign exchange gains on cash and
borrowings (264) (77)
Investment income
1
(33,001) —
(Increase)/decrease in
operating debtors (4) 122
Increase in operating creditors 82 204
Gains on financial instruments at fair
value through profit or loss (5,721) (12,081)
Net cash flows used in operating
activities (6,846) (6,472)
1. Received direct from PIH LP.
20. Subsidiaries
The Company has two wholly owned subsidiaries. The Company has
ownership and control over these two entities and as such they are
deemed to be subsidiaries by the Board.
i. PIH LP was incorporated on 5 November 2021 with a registered
address in the State of Delaware, National Registered Agents, Inc.,
209 Orange Street, Wilmington, Delaware, 19801, USA and is wholly
owned by the Company.
The Company holds an investment in PIH LP. In accordance with FRS
102, the Company does not consolidate PIH LP on the grounds it
does not carry out business through the subsidiary and that it is held
exclusively with a view to subsequent resale. It is therefore considered
part of an investment portfolio.
PIH LP holds a portfolio of investments that are measured at fair value.
The Company holds a 99.9% investment in PIH LP, with the remaining
holding being held by Pantheon Infrastructure Holdings GP LLC
(PIH GP).
ii. PIH GP was incorporated on 5 November 2021 with a registered
address in the State of Delaware, National Registered Agents, Inc.,
209 Orange Street, Wilmington, Delaware, 19801, USA and is wholly
owned by the Company.
PIH GP is immaterial, it is therefore excluded from consolidation.
This treatment is supported by the Companies Act 2006, section
405(2), whereby a subsidiary undertaking may be excluded from
consolidation if its inclusion is not material for the purpose of giving
a true and fair view.
21. Contingencies, guarantees and financial
commitments
At 31 December 2024 there were capital commitments outstanding
of £9.9 million in respect of investments in infrastructure assets
(2023: £15.7 million). These commitments will be funded using the
Company’s financial resources.
The Company expects 100% of the capital commitments outstanding
to be called within the next twelve months.
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
22. Fair value
Fair value hierarchy
The fair value is the amount at which the asset could be sold in an orderly transaction between market participants, at the measurement date, other than
a forced liquidation sale.
The Company measures fair values using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements.
Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant
assets as follows:
Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by reassessing categorisation at the end of each reporting period.
Financial assets and liabilities at fair value through profit or loss at 31 December 2024
Level 1
£'000
Level 2
£'000
Level 3
£'000
Total
£'000
Investments — — 531,684 531,684
Derivatives – financial instruments — (1,291) — (1,291)
— (1,291) 531,684 530,393
Financial assets and liabilities at fair value through profit or loss at 31 December 2023
Level 1
£'000
Level 2
£'000
Level 3
£'000
Total
£'000
Investments — — 471,668 471,668
Derivatives – financial instruments — 3,887 — 3,887
— 3,887 471,668 475,555
The fair value of these investments and derivatives – financial instruments is recorded in the Balance sheet as at the year end.
There have been no transfers between Level 1 and Level 2 during the year, nor have there been any transfers between Level 2 and Level 3.
Financial assets and liabilities are either measured at fair value or, where measured at amortised cost, their carrying value is a close approximation of
their fair value.
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
22. Fair value continued
Financial assets and liabilities at fair value through profit or loss at
31December 2023 continued
The majority of the assets held within Level 3 are valued on a discounted
cash flow basis, hence, the valuations are sensitive to the discount rate
assumed in the valuation of each asset. The assets are held through the
Company's subsidiary, PIH LP, with one investment held directly. Other
significant unobservable inputs include the inflation rate assumption and
the interest rate assumption used to project the future cash flows and the
forecast cash flows themselves. Increasing the discount rate used in the
valuation of each asset by 0.5% would reduce the value of the Portfolio
by £4.1 million (31 December 2023: £4.2 million). Decreasing the discount
rate used in the valuation of each asset by 0.5% would increase the value
of the Portfolio by £4.3 million (31 December 2023: £4.6 million). The
WADR of the Portfolio at 31 December 2024 was 13.6% (31 December
2023: 13.6%).
The majority of assets held within Level 3 have revenues that are linked,
partially linked or in some way correlated to inflation. The impact of
increasing the inflation rate assumption by 0.5% would increase the
value of the Portfolio by £3.1 million (31 December 2023: £2.4 million).
Decreasing the inflation rate assumption used in the valuation of each
asset by 0.5% would decrease the value of the Portfolio by £3.0 million
(31 December 2023: £2.2 million).
The valuations are sensitive to changes in interest rates. These comprise
a wide range of interest rates from short‑term deposit rates to longer‑term
borrowing rates across a broad range of debt products. Increasing
the interest rate assumption for each asset by 0.5% would reduce the
value of the Portfolio by £1.9 million (31 December 2023: £1.7 million).
Decreasing the interest rate assumption used in the valuation of each
asset by 0.5% would increase the value of the Portfolio by £2.1 million
(31 December 2023: £1.9 million). This calculation does not take account
of any offsetting factors which may be expected to prevail if interest rates
changed, including the impact of inflation discussed above.
23. Analysis of financial assets and liabilities
The primary investment objective of the Company is to seek to maximise
long‑term capital growth for its shareholders by investing in equity or
equity‑related investments in a diversified portfolio of infrastructure
assets. Investments are not restricted to a single market but are made
when the opportunity arises and on an international basis.
The Company’s financial instruments comprise securities and other
investments, cash balances and debtors and creditors that arise from
its operations, for example sales and purchases awaiting settlement
and debtors for accrued income.
The principal risks the Company faces in its portfolio management
activities are:
•
liquidity risk;
•
interest rate risk;
•
credit risk;
•
market price risk; and
•
foreign currency risk.
The Investment Manager monitors the financial risks affecting the
Company on a daily basis and the Directors regularly receive financial
information, which is used to identify and monitor risk.
In accordance with FRS 102, an analysis of financial assets and
liabilities, which identifies the risk to the Company of holding such
items, is given below.
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
23. Analysis of financial assets and liabilities
continued
Liquidity risk
Due to the nature of the Company’s investment policy, the largest
proportion of the portfolio is invested in unquoted securities, many
of which are less readily marketable than, for example, 'blue‑chip' UK
equities. The Directors believe that the Company, as a closed‑ended listed
fund with no fixed wind‑up date, is ideally suited to making long‑term
investments in instruments with limited marketability. The investments
in unquoted securities are monitored by the Board on a regular basis.
As a result, the Company may not be able to quickly liquidate its
investments at an amount close to their fair value in order to meet its
liquidity requirements, including the need to meet outstanding undrawn
commitments. The Company manages its liquid investments to ensure
sufficient cash is available to meet contractual commitments and also
seeks to have cash available to meet other short‑term financial needs.
As at 31 December 2024, liquidity risk was considered low given the
cash available to the Company and the headroom on its undrawn RCF
relative to the Company's annual running costs.
31 December
2024
£'000
31 December
2023
£'000
Cash and cash equivalents 23,778 29,361
Current debtors 952 817
Other creditors (1,905) (2,309)
Total net readily realisable assets 22,825 27,869
As at 31 December 2024, capital commitments outstanding totalled
£9.9 million (31 December 2023: £15.7 million), therefore liquid resources
available after commitments were £12.9 million (31 December 2023:
£12.2 million).
Interest rate risk
Interest rate movements may affect the level of income receivable on cash
deposits and interest payable on variable rate borrowings. Cash deposits
generally comprise overnight call or short‑term money market deposits
and earn interest at floating rates based on prevailing bank base rates.
Interest rate movements may affect the interest rate paid on financial
liabilities. Interest on RCF drawings is payable at an initial margin of 2.85%
above the relevant benchmark rate, reducing to 2.65% once certain
expansion thresholds have been met. As at 31 December 2024 the RCF
was fully undrawn.
Increases or decreases in interest rates over the medium term may also
affect the discount rates at which investments are valued.
Credit risk
Credit risk is the risk that a counterparty will cause a financial loss to the
Company by failing to discharge its obligations to the Company when
they fall due.
All cash deposits are placed with approved counterparties, all of whom
have a credit rating of A‑ or above.
At the year end, the Company’s financial assets exposed to credit risk
amounted to the following:
31 December
2024
£'000
31 December
2023
£'000
Cash and cash equivalents 23,778 29,361
Market price risk
The fair value of future cash flows of a financial instrument held by the
Company may fluctuate due to changes in market prices of comparable
businesses. This market risk may comprise: interest rate risk and/or
fair value risk. The Board of Directors reviews and agrees policies for
managing these risks. The Investment Manager assesses the exposure
to market risk when making each investment decision, and monitors
the overall level of market risk across all of the Investment Manager’s
investments on an ongoing basis.
The nature of the Company’s investments means that they are valued
by the Directors after due consideration of the most recent available
information.
If the Portfolio valuation at 31 December 2024 fell by 20%, with all
other variables held constant, this would have led to a reduction of
£106.3 million in the return before taxation. An increase of 20% would
increase the return before taxation by an equal and opposite amount.
124
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
23. Analysis of financial assets and liabilities continued
Foreign exchange risk
The Company makes investments and has commitments in currencies other than GBP, its reporting currency, and, accordingly, a significant proportion of
its investments and cash balances are in currencies other than GBP. Therefore, the Company’s NAV is sensitive to movements in foreign exchange rates.
The Investment Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis.
The Company uses derivative financial instruments such as forward foreign currency contracts to manage the currency risks associated with its
underlying investment activities. Contracts entered into by the Company are denominated in the foreign currency of the geographic areas in which the
Company has significant exposure against its reporting currency. The contracts are used for hedging and the fair values thereof are recorded in the
Balance sheet as other financial liabilities held at fair value. Unrealised gains and losses are taken to capital reserves.
The table below sets out the Company’s foreign exchange exposure:
Foreign exchange risk
GBP
£’000
USD
1
£’000
EUR
1
£’000
Total
£’000
At 31 December 2024
Cash and cash equivalents 23,625 134 19 23,778
Investments held at fair value through profit or loss
2
82,911 290,037 158,736 531,684
Other debtors 1,227 — — 1,227
Other payables (1,905) — — (1,905)
Derivatives – financial assets — (4,371) 3,080 (1,291)
105,858 285,800 161,835 553,493
Foreign exchange risk
GBP
£’000
USD
1
£’000
EUR
1
£’000
Total
£’000
At 31 December 2023
Cash and cash equivalents 26,588 2,490 283 29,361
Investments held at fair value through profit or loss
2
80,598 239,228 151,842 471,668
Other debtors 1,426 — — 1,426
Other payables (2,309) — — (2,309)
Derivatives – financial assets — 2,253 1,634 3,887
106,303 243,971 153,759 504,033
1. These values are expressed in GBP.
2. Total investments held directly and indirectly through PIH LP.
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE
FINANCIAL
STATEMENTS
CONTINUED
23. Analysis of financial assets and liabilities
continued
Foreign exchange risk continued
If there had been an increase/(decrease) in the GBP/USD exchange
rate of 10%, it would have the effect of (decreasing)/increasing equity
shareholders’ funds by £(28.6) million/£28.6 million (2023: £(24.4)
million/£24.4 million), which includes the impact of the foreign currency
exchange contracts to partially offset the movement in value. The
calculations are based on the financial assets and liabilities and the
foreign exchange rate as at 31 December 2024 of 1.25240 GBP/USD
(2023: 1.27479 GBP/USD).
If there had been an increase/(decrease) in the GBP/EUR exchange
rate of 10%, it would have the effect of (decreasing)/increasing equity
shareholders’ funds by £(16.2) million/£16.2 million (2023: £(15.4)
million/£15.4 million), which includes the impact of the foreign currency
exchange contracts to partially offset the movement in value. The
calculations are based on the financial assets and liabilities and the
foreign exchange rate as at 31 December 2024 of 1.20946 GBP/EUR
(2023: 1.15403 GBP/EUR).
Managing capital
The Company’s equity comprises Ordinary Shares as described in Note 16.
Capital is managed so as to maximise the return to shareholders while
maintaining a capital base that allows the Company to operate effectively
and sustain future development of the business.
The Company considers its capital to comprise called‑up share capital
and net available cash.
The Company’s capital requirement is reviewed regularly by the Board
of Directors.
24. Transactions with the Investment Manager
andrelated parties
The amounts paid to the Investment Manager, together with the details of
the Investment Management Agreement, are disclosed in Note 3. The fees
paid to the Company’s Board are disclosed in the Directors’ remuneration
report on pages 87 to 90. There were no outstanding amounts due for
Directors’ fees as at 31 December 2024 (2023: £nil).
25. Post balance sheet events
Calpine Corporation realisation
On 13 January 2025 the Company announced an update in relation to
its investment in Calpine, which is an investment held through PIH LP.
A sale of Calpine has been agreed between ECP and Constellation Energy
(CEG), for a combination of cash (c.25%) and Constellation stock (c.75%),
which will be subject to certain lock‑up restrictions. The sale represents
a total equity valuation of Calpine of approximately $16.4 billion based on
Constellation's 20‑day volume‑weighted average share price of $238 on
10 January 2025. PINT's investment in Calpine was valued at £83.5 million
at 31 December 2024, which was not materially different from the final
agreed sales price. The conclusion of the sale remains subject to various
regulatory clearances and approvals, which are expected to occur within
twelve months.
Until such time as the Company’s effective holding in CEG is partially
or fully realised, its NAV exposure is expected to be equivalent to a
movement of c.0.65 cents (0.53 pence at 31 December 2024 FX rates) per
share for every $10 movement in the CEG share price.
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STRATEGIC REPORT GOVERNANCE
FINANCIAL STATEMENTS OTHER INFORMATION
Image caption
OTHER
INFORMATION
What’s in this section
Alternative Performance Measures (APMs) ......................128
Investment policy ..................................................................130
AIFMD disclosures ................................................................ 131
Glossary ..................................................................................133
Directors and advisers .........................................................135
127
PAN THE ON INFRASTRUCTURE PLC
ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
OTHER INFORMATION
PINT assesses its performance using a variety of measures that may not specifically be defined under FRS 102 and are therefore termed APMs. The APMs used may not be directly comparable
with those used by other companies. These APMs provide additional information as to how the Company has performed over the period and allow the Board, management and stakeholders to
compare its performance.
ALTERNATIVE PERFORMANCE
MEASURES (APMs)
APM DETAILS CALCULATION RECONCILIATION TO FRS 102 HOW HAS PINT PERFORMED?
NAV Total
Return
Total return
comprises the
investment return
from the Portfolio
and income from
any cash balances,
net of management,
operating and
finance costs.
It also includes
foreign exchange
movement and
movement in the fair
value of derivatives
and taxes.
It is calculated as the total return of
£72.1 million (year to 31 December 2023:
£49.6 million), as shown in the Income
statement, as a percentage of the opening
NAV of £504.0 million (31 December 2023:
£474.8 million which was based on the net
IPO proceeds).
The calculation uses the total comprehensive income reported in the Income
statement and net assets reported in the Balance sheet, both being FRS 102 measures.
Total return for the year to 31 December
2024 was 14.3% (year to 31 December
2023: 10.4%).
Net asset
value per
share
A measure of the
NAV per share in the
Company.
It is calculated as the NAV divided by the
total number of shares in issue at the balance
sheet date.
The calculation uses FRS 102 measures and is set out in Note 18 to the accounts. NAV per share at 31 December 2024
was 118.1p per share
(31 December 2023: 106.6p per share).
Annual
dividends
This measure
reflects the
dividends
distributed to
shareholders in
respect of each
year.
The dividend is measured on a pence per
share basis.
The calculation uses FRS 102 measures, set out in Note 9 to the accounts. Second interim dividend of 2.1p per
share declared, to be paid on 22 April
2025, which together with the dividend
of 2.1p per share paid in October 2024
totals 4.2p per share for the year ended
31 December 2024. The Company
intends to continue paying dividends
on a semi‑annual basis in line with its
progressive dividend policy.
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STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
OTHER INFORMATION
ALTERNATIVE PERFORMANCE
MEASURES (APMs)
CONTINUED
APM DETAILS CALCULATION RECONCILIATION TO FRS 102 HOW HAS PINT PERFORMED?
Investment
value and
outstanding
commitments
A measure of
the size of the
investment portfolio
including the
value of further
contracted future
investments
committed by the
Company.
It is calculated as the Portfolio asset value
plus the amount of contracted commitments.
The Portfolio asset value uses the FRS 102 measure investments at fair value, set out
in Note 1. The value of outstanding commitments is set out in Note 21 to the accounts.
The Portfolio asset value at
31 December 2024 was £531.7 million
(31 December 2023: £471.7 million).
Outstanding commitments at
31 December 2024 were £9.9 million
(31 December 2023: £15.7 million).
Portfolio
Investment
Return
Portfolio
Investment Return
comprises the
underlying portfolio
movement, net of
foreign exchange
movements and
hedging.
The Portfolio Investment Return is calculated
as the movement on investments at fair value,
including foreign exchange movements, the
movement in the fair value of derivatives and
taxes as shown in the Income statement,
adjusted for expenses charged in PIH LP,
included within the investments at fair value
movement.
31 December
2024
£m
31 December
2023
£m Page
Profit/(loss) for the year,
(per Income Statement) 72.1 49.6 104
Adjusted for
Interest payable and similar
expenses 2.0 1.5 104
Finance income (0.5) (3.1) 104
Other expenses 1.5 1.9 104
Investment management fees 5.4 4.9 104
Expenses and foreign exchange
in PIH LP, included within
investments at fair value (0.1) (0.1) 104
Portfolio Investment Return 80.4 54.7 26
The Portfolio Investment Return
for the year to 31 December 2024
was £80.4 million (year to
31 December 2023: £54.7 million).
129
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
OTHER INFORMATION
As stated in its prospectus, the Company invests in a
diversified portfolio of high‑quality operational infrastructure
assets which provide essential physical structures, systems
and/or services to allow economies and communities to
function effectively. The Company invests in both yielding
and growth infrastructure assets which the Manager believes
offer strong downside protection and typically offer strong
inflation protection.
The Company invests globally, with a primary focus on
developed OECD markets, with the majority of its investments
in Europe and North America. The Company’s portfolio is
diversified across infrastructure sectors.
In each case, the Manager invests where it believes it can
generate the most attractive risk‑adjusted returns.
The Company focuses on gaining exposure to infrastructure
assets via co‑investments alongside leading third‑party
private direct infrastructure asset investment managers who
are acting as sponsor or manager of a fund in which Pantheon,
or any investment scheme, pooled investment vehicle or
portfolio fund managed by Pantheon, has invested or may
invest (‘Sponsors’). In doing so, the Company may invest on
its own or alongside other institutional clients of the Manager.
The Company may also invest in other direct or single asset
investment opportunities originated by the Manager or by
other third‑party asset sourcing partners. The Company does
not invest in private funds targeting a diversified portfolio of
infrastructure investments.
Investment restrictions
The Company invests and manages its assets with the
objective of spreading risk and, in doing so, is subject to the
following investment restrictions, which are measured at the
time of investment:
•
no single portfolio investment will represent more than
15% of Gross Asset Value;
•
no more than 20% of Gross Asset Value will be invested
in investments where the underlying infrastructure asset
is located in a non‑OECD country; and
•
no more than 30% of Gross Asset Value will be invested
alongside funds or accounts of any single Sponsor
(other than Pantheon).
In addition, the Company does not invest in infrastructure
assets whose principal operations are in any of the following
sectors (each a ‘Restricted Sector’):
•
coal (including coal‑fired generation, transportation
and mining);
•
oil (including upstream, midstream and storage);
•
upstream gas;
•
nuclear energy; and
•
mining.
The Company may invest in infrastructure assets whose
principal operations are not in a Restricted Sector, but that
nonetheless have some exposure to a Restricted Sector
(for example, a diversified freight rail transportation asset
that has some exposure to the coal sector), provided that:
(i) no more than 15% of any such infrastructure asset’s total
revenues are derived from Restricted Sectors; (ii) no more
than 5% of total revenues across the Portfolio (measured on
a look‑through basis) will be so derived.
INVESTMENT
POLICY
DIGITAL
INFRASTRUCTURE
POWER &
UTILITIES
RENEWABLES &
ENERGY EFFICIENCY
TRANSPORT &
LOGISTICS
SOCIAL & OTHER
INFRASTRUCTURE
(including wireless towers, data
centres and fibre‑optic networks)
(including transmission and distribution
networks, regulated utility companies
and efficient conventional power assets)
(including smart infrastructure, wind,
solar and sustainable waste)
(including ports, rail, roads,
airports and logistics assets)
(including education, healthcare,
government and community buildings)
130
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ANNUAL REPORT 2024
STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
OTHER INFORMATION
The Company is an Alternative Investment Fund (AIF) for the purposes of the Alternative
Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD), and the Investment
Manager was appointed as its Alternative Investment Fund Manager (AIFM) for the purposes
of the AIFMD. The Investment Manager is a ‘full scope’ AIFM for the purposes of the AIFMD.
The AIFMD requires certain disclosures to be made in the annual report of the Company.
Many of these disclosures are already required by the Listing Rules and/or UK Accounting
Standards, and these continue to be presented in other sections of the annual report,
principally the strategic report, the Investment Manager’s report (pages 24 to 41) and the
financial statements (pages 104 to 126). This section completes the disclosures required by
the AIFMD.
Assets subject to special arrangements
The Company holds no assets subject to special arrangements arising from their illiquid nature.
Remuneration disclosure
The total number of staff of the Investment Manager as at 31 December 2024, including staff
remunerated by affiliates of the Investment Manager, was approximately 488, of whom 26
were senior management or other members of staff whose actions have a material impact
on the risk profile of the Company (‘identified staff’). The total remuneration paid by the
Investment Manager and its affiliates to staff of the Investment Manager in respect of the year
ended 31 December 2024 attributable to work relating to the Company was as follows:
12 months to
31 December 2024
12 months to
31 December 2023
£’000 Fixed Variable Total Fixed Variable Total
Senior management 73 103 176 73 109 182
Staff 251 155 406 235 144 379
Total staff 324 259 582 308 254 562
Identified staff 44 62 106 42 58 100
No carried interest was paid in respect of the Company during the period.
The above disclosures reflect only that element of the individuals’ remuneration which is
attributable to the activities of the Investment Manager relating to the Company. It is not
possible to attribute remuneration paid to individual staff directly to any fund and hence the
above figures represent a notional approximation only calculated by reference to the assets
under management of the Company as a proportion of the total assets under management of
the Pantheon Group.
In determining the remuneration paid to its staff, the Investment Manager takes into account
a number of factors including the performance of the Company, the Investment Manager and
each individual member of staff. These factors are considered over a multi‑year framework and
include whether staff have met the Investment Manager’s compliance standards. In addition,
the Investment Manager seeks to ensure that its remuneration policies and practices align
financial incentives for staff with the risks undertaken and results achieved by investors, for
example by ensuring that a proportion of the variable income received by identified staff is
deferred for a period of at least three years.
Full details of the Pantheon Group’s remuneration policies and practices for staff (which
includes the Investment Manager’s staff) can be found at www.pantheon.com.
The AIFMD requires the Investment Manager of the Company to set leverage limits for the
Company. For the purposes of the AIFMD, leverage is any method by which the Company’s
exposure is increased, whether through the borrowing of cash or by the use of derivatives
or by any other means. The AIFMD requires leverage to be expressed as a ratio between
the Company’s exposure and its NAV and prescribes two methodologies, the gross method
and the commitment method (as set out in Commission Delegated Regulation No. 231/2013),
for calculating such exposure.
The following leverage limits have been set for the Company:
i. the maximum leverage of the Company calculated in accordance with the gross method
(under Article 7 of Commission Delegated Regulation No.231/2013) is 450%; and
ii. the maximum leverage of the Company calculated in accordance with the commitment
method (under Article 8 of the AIFMD Regulation) is 450%.
Using the methodologies prescribed under the AIFMD, the Company’s leverage as at
31 December 2024 is shown below:
Gross method
Commitment
method
Leverage ratio 166% 101%
There have been no changes to the maximum level of leverage which the Investment Manager
may employ on behalf of the Company during the year to 31 December 2024. There are no
collateral or asset reuse arrangements in place as at the year end.
AIFMD DISCLOSURES
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Risk profile and risk management
The principal risks to which the Company is exposed to and the approach to managing
those risks are set out in the strategic report (pages 57 to 60) and also in Note 23 to the
financial statements (pages 123 to 126). The investment restrictions which seek to mitigate
some of those principal risks in relation to the Company’s investment activities are set out
in the investment policy (page 130) and under ‘Board responsibilities and relationship with
the Investment Manager’ in the Chair's introduction to corporate governance (page 69).
Additionally, the individual counterparty exposure limit for deposits with each of the
Company’s bank counterparties has been set at c.£135 million or the equivalent in foreign
currencies. The Investment Manager’s risk management system incorporates regular review
of the principal risks facing the Company and the investment restrictions applicable to the
Company. The Investment Manager has established appropriate internal control processes
to mitigate the risks, including those described in the ‘Mitigation’ column in the ‘Principal
risks and uncertainties’ section of the strategic report (pages 57 to 60). These investment
restrictions were not exceeded in the year to 31 December 2024.
Article 23(1) disclosures to investors
The AIFMD requires certain information to be made available to investors in the Company
before they invest and requires that material changes to this information be disclosed in
the annual report of the Company. The information required to be disclosed is contained
in the document ‘Information for Investors’, which is available on the Company’s website at
www.pantheoninfrastructure.com. There have been no material changes to this information
requiring disclosure.
AIFMD DISCLOSURES CONTINUED
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OTHER INFORMATION
GLOSSARY
The Act
The Companies Act 2006.
AGM
Annual General Meeting.
AI
Artificial Intelligence
AIC
The Association of Investment Companies.
AIC Code
The AIC Code of Corporate Governance.
AIFM
Alternative Investment Fund Manager.
Approved investment trust company
An approved investment trust company is a corporate UK tax resident which fulfils particular
UK tax requirements and rules which include that for the Company to undertake portfolio
investment activity it must aim to spread investment risk. In addition, the Company’s shares
must be listed on an approved stock exchange. The ‘approved’ status for an investment trust
must be authorised by the UK tax authorities and its key benefit is that a portion of the profits
of the Company, principally its capital profits, are not taxable in the UK.
AUM
Assets under management are the total market value of investments held under management
by an individual or institution. When referring to Pantheon’s AUM, this figure includes assets
managed on a fully discretionary basis.
BTS
Build‑to‑suit.
Carried interest
Portion of realised investment gains payable to a Sponsor as a profit share.
Cloud
Cloud computing is the on‑demand availability of computer system resources, especially data
storage (cloud storage) and computing power, without direct active management by the user.
Co‑investment
Direct shareholding in an investment by invitation alongside a Sponsor.
Commitment
The amount of capital that the Company agrees to contribute to an investment when and as
called by the Sponsor.
Company
Pantheon Infrastructure Plc or ‘PINT’.
DCF
Discounted cash flow.
EDCI
ESG Data Convergence Initiative
ESG
Environmental, Social and Governance
Exit
Realisation of an investment, usually through trade sale, sale by public offering (including IPO)
or sale to a financial buyer.
Funds under management
Funds under management includes both assets under management and assets under advisory
(assets managed on a non‑discretionary basis and/or advisory basis).
GHG
Greenhouse gas.
GIRAC
Pantheon’s Global Infrastructure and Real Assets Committee.
IEA
International Energy Agency.
Initial public offering (IPO)
The first offering by a company of its own shares to the public on a regulated stock exchange.
Investment Manager
Pantheon Ventures (UK) LLP.
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OTHER INFORMATION
GLOSSARY CONTINUED
Investment thesis
Pantheon’s final stage of approval for infrastructure co‑investments.
IPEV
International Private Equity and Venture Capital.
IRR
Internal rate of return is the annual rate of growth that an investment is expected to generate
over its life.
Multiple of invested capital (MOIC or cost multiple)
A common measure of private equity performance, MOIC is calculated by dividing a fund’s
cumulative distributions and residual value by the paid‑in capital.
NAV Total Return
This is expressed as a percentage. It is calculated as the total return as shown in the Income
statement, as a percentage of the opening NAV.
Net asset value (NAV)
Amount by which the value of assets of a company exceeds its liabilities.
OECD
The Organisation for Economic Co‑operation and Development.
PIH LP
Pantheon Infrastructure Holdings LP.
Portfolio Company
A company that PINT invests in. These portfolio companies in turn own and operate
infrastructure assets.
Primaries
Commitments made to private equity funds at the time such funds are formed.
PRIIPs
Packaged Retail and Insurance‑based investment products Regulation.
RBS
Royal Bank of Scotland.
RCF
Revolving credit facility.
Secondaries
Purchase of existing private equity fund or company interests and commitments from an
investor seeking liquidity in such funds or companies.
SFDR
Sustainable Finance Disclosure Regulation.
Sponsor or general partner
The entity managing a private equity fund that has been established as a limited partnership.
TCFD
Task Force on Climate‑related Financial Disclosures.
Total return
This is expressed as a percentage. The denominator is the opening NAV, net of the final
dividend for the previous year, and adjusted (on a time weighted average basis) to take into
account any equity capital raised or capital returned in the year. The numerator is total NAV
growth and dividends paid.
Total shareholder return
Return based on dividends paid plus share price movement in the period, divided by the
opening share price.
WADR
Weighted average discount rate based on each investment’s relative proportion of Portfolio
valuation.
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Directors
Vagn Sørensen (Chair)
Anne Baldock
Anthony Bickerstaff
Andrea Finegan
Patrick O’Donnell Bourke
Investment Manager
Pantheon Ventures (UK) LLP
Authorised and regulated by the FCA
10 Finsbury Square
4th Floor
London
EC2A 1AF
Email: pint@pantheon.com
PINT website: www.pantheoninfrastructure.com
Pantheon website: www.pantheon.com
Secretary and registered office
MUFG Corporate Governance Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
Telephone: +44 (0)333 300 1950
Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
PR Adviser
Lansons Communications Holdings Limited
24a St John Street
London
EC1M 4AY
Broker
Investec Bank plc
30 Gresham Street
London
EC2V 7QP
Depositary
BNP Paribas Trust Corporation UK Limited
10 Harewood Avenue
London
NW16 6AA
Registrar
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Solicitors
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London
EC1A 2FG
DIRECTORS
AND ADVISERS
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OTHER INFORMATION
Disclosure 1 – Investments
This annual report provides information about certain investments made by PINT. It should
NOT be regarded as a recommendation. Pantheon makes no representation or forecast about
the performance, profitability or success of such investments. You should not assume that
future investments will be profitable or will equal the performance of past recommendations.
The statements made reflect the views and opinions of Pantheon as of the date of the
investment analysis.
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OTHER INFORMATION
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