Interim Report

26 September 2024

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PANTHEON INFRASTRUCTURE PLC

Results for the period ended 30 June 2024

The Directors of the Company are pleased to announce the Company's half year results for the period ended 30 June 2024. The full unaudited interim report and unaudited condensed financial statements can be accessed via the Company's website at www.pantheoninfrastructure.com or by contacting the Company Secretary by telephone on +44 (0) 333 300 1950.

Highlights:

·     As at 30 June 2024, the Company had invested in or committed £526m to thirteen assets.

·     Net asset value (NAV) of £535m; 113.9 pence per share as at 30 June 2024.

·     NAV growth of 6.5% during the period, and NAV Total Return of 8.5%.

·     Increased dividend target by 5% to 4.2p per share, with the first interim dividend payment of 2.1p per share for the year ending 31 December 2024, payable on 25 October 2024

·     £2.75m of share buybacks during the period, increasing NAV by 0.2p per share.

The portfolio comprises assets in the following sectors: Digital, including wireless towers, data centres, and fibre-optic networks; Power & Utilities, including electricity generation, gas transmission and district heating; Renewables & Energy Efficiency, including smart infrastructure, wind, solar, and sustainable waste; and Transport & Logistics, including ports, rail, roads, airports and logistics assets.

Vagn Sørensen, Chair, Pantheon Infrastructure Plc, said: "I am pleased to present our interim report. PINT has once again demonstrated strong performance over the last six months with an 8.5% NAV total return as at the end of the first half of 2024. In light of this, we have made the decision to increase the dividend by 5% to 4.2p per share which demonstrates our confidence in, and commitment to, the portfolio strategy. Infrastructure remains a key driver of economic growth, and the need for investment into new infrastructure is arguably stronger than ever. Looking forward, we are well placed to capitalise on this, and remain focused on maintaining the performance of the Company, with a strategy which seeks to generate attractive risk-adjusted returns by constructing a diversified portfolio of high-quality assets across the global infrastructure investment universe." 

Richard Sem, Partner at Pantheon, PINT's investment manager, said: "I am delighted with PINT's half-year portfolio performance, backed by a strong underlying year on year EBITDA growth of 33%. The Company's portfolio is diversified and prudently funded across 13 assets which are performing well amidst wider geopolitical and macro uncertainty. We take a thematic approach to investing, with exposure to long term secular trends benefitting from organic and inorganic growth opportunities, underpinned by Pantheon's robust processes, risk management, patience and price discipline. We look forward to continuing to build value for our investors over the long term by providing access to a diversified portfolio of high-quality, global infrastructure assets."

Ends

For further information, contact: 

Notes to editors

Pantheon Infrastructure PLC (PINT)

Pantheon Infrastructure PLC is a closed-ended investment company and an approved UK Investment Trust, listed on the Premium Segment of the London Stock Exchange's Main Market. Its Ordinary Shares trade under the ticker 'PINT'. The independent Board of Directors of PINT have appointed Pantheon, one of the leading private markets investment managers globally, as investment manager. PINT aims to provide exposure to a global, diversified portfolio of high-quality infrastructure assets through building a portfolio of direct co-investments in infrastructure assets with strong defensive characteristics, typically benefitting from contracted cash flows, inflation protection and conservative leverage profiles.

Further details can be found at www.pantheoninfrastructure.com.

LEI 213800CKJXQX64XMRK69

Pantheon

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for providing innovative solutions covering the full lifecycle of investments, from primary fund commitments to co-investments and secondary purchases, across private equity, real assets and private credit.

The firm has partnered with more than 650 clients, including institutional investors of all sizes as well as a growing number of private wealth advisers and investors, with approximately $67bn in discretionary assets under management (as of 31 March 2024).

Leveraging its specialized experience and global team of professionals across Europe, the Americas and Asia, Pantheon invests with purpose and leads with expertise to build secure financial futures.

Pantheon was one of the first private equity investors to sign up to the Principles for Responsible Investments ("PRI") in 2007 and has used these principles as a framework to develop its sustainability policy across all its investment activities. Since becoming a signatory, Pantheon has remained highly engaged with the PRI and has been heavily focused on sustainability integration, both through its involvement with associates and industry bodies, and through its integration of ESG analysis into its investment process. 

Further details can be found at www.pantheon.com

PANTHEON INFRASTRUCTURE PLC

Access to high-quality global infrastructure assets

Interim report

30 June 2024

PURPOSE

Our purpose is to provide investors of all types with easy and immediate access to a diversified portfolio of investments in high-quality global infrastructure assets via a single vehicle, offering both a regular dividend payment and targeting capital growth.

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 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.

ABOUT US

Pantheon Infrastructure Plc (the 'Company' or 'PINT') is a closed-end investment company and an approved UK investment trust, listed on the London Stock Exchange's Main Market.

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. The Portfolio focuses on assets benefiting from long‑term secular tailwinds. The Company is overseen by a Board of independent non‑executive Directors and 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.

HIGHLIGHTS

At a glance as at 30 June 2024

£526m¹

Capital committed

Dec 2023: £487m

£535m

Net asset value (NAV)

Dec 2023: £504m

2.1p

Dividends per share²

HY23: 2.0p

£375m

Market cap

Dec 2023: £397m

113.9p

NAV per share

Dec 2023: 106.6p

8.5%

NAV Total Return³

HY23: 3.1%

1.This refers to the investment fair values or amounts committed as at 30 June 2024. Invested assets represent those that have reached financial close and have been, or are in the process of, being funded, and may include amounts reserved for follow‑on investments; and committed assets represent those which have been announced and are subject to final financial close. As at 30 June 2024, £515.8 million was invested and £10.1 million was committed but not yet invested across 13 assets.

2. First interim dividend of 2.1p per share declared in relation to the year ending 31 December 2024.

3. NAV Total Return for the period to 30 June 2024 of 8.5% as set out below

WHY INVEST IN PINT

The Company has built a global portfolio of investments with blended risk/return profiles, in line with targets across deal types, sectors and geographies for diversification.

1. UNIQUE ACCESS TO PRIVATE INFRASTRUCTURE CO‑INVESTMENT ASSETS

Pantheon, PINT's Investment Manager, has a large and global infrastructure network

Co-investments

Co-investments afford the opportunity for investors to invest alongside Sponsors in specific Portfolio Companies, typically on a fee and carried interest-free basis. Investments are typically in the form of a portion of the common equity in the Portfolio Company as a minority shareholder, with 'drag-and-tag' rights to ensure economic alignment with Sponsors. PINT's focus is on gaining exposure to infrastructure assets via co‑investments.

Advantages of investing in infrastructure via co-investments

Investing in co-investments can be an attractive way to gain access to private infrastructure for several reasons, including:

Access

There are fewer public market opportunities to access infrastructure assets, as infrastructure companies tend to remain private for longer periods of time. Therefore, investing through co-investments provides access to assets not normally accessible by public market investors.

Enhanced economics

The use of co-investments can reduce the overall expense ratio and gross-to‑net performance spread of a portfolio, as most deals are offered with no ongoing management fee or carried interest charged by the Sponsor.

Alignment

Co-investments provide significant alignment through the incentivisation of both Sponsors, who typically provide the majority of capital through their primary fund vehicles, and Portfolio Company management, who are typically tied in under long-term incentive programmes.

Portfolio construction

Pantheon is able to utilise co‑investments to select individual assets to gain exposure to, and tilt the Portfolio towards, sectors based on the Investment Manager's view on relative value.

Diversification

Co-investments enable a portfolio to be constructed that is diversified across infrastructure sectors, geographies, stages and Sponsor.

Exposure to nascent sectors

Co-investments can provide access to nascent and emerging sectors that may otherwise be underweight or not be available within primary or secondary investment opportunities.

Sponsor specialisation

Co-investors have the ability to choose deals alongside a Sponsor with a distinct edge who may be best placed to create value.

Sustainability

Through the Investment Manager, PINT looks to partner with Sponsors that demonstrate strong capabilities in managing sustainability risks and will actively engage with the Investment Manager where it identifies areas of concern. Pantheon has developed a bespoke ESG due diligence process, which utilises an in-house tool (an ESG scorecard) in addition to consultation with an external specialist, which utilises a range of different data sources.

2. FAVOURABLE DEFENSIVE LONG‑TERM CHARACTERISTICS

Infrastructure assets can offer reliable income streams with inflation protection

Infrastructure assets combine a range of attractive characteristics for long‑term investors. Distinctively, infrastructure may mitigate the adverse effects of rising inflation and may provide an income‑generating investment outside of traditional fixed income.

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:

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.

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.

Embedded downside protection

The vital role that many infrastructure sub‑sectors 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.

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.

3. ACCESS TO SECULAR TRENDS

PINT's portfolio is diversified across sectors that benefit from secular tailwinds.

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 given the potential for AI to revolutionise society.

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 Transport & Logistics sector, as supply chains follow 're-shoring' or 'friend-shoring' trends.

·       Digital Infrastructure | 45%

·       Power & Utilities | 28%

·       Renewables & Energy Efficiency | 16%

·       Transport & Logistics | 9%

·       Net working capital | 2%

DIGITAL INFRASTRUCTURE

45%¹

Data centres, fibre networks and towers

POWER & UTILITIES

28%¹

Energy utilities, water and conventional power

RENEWABLES & ENERGY EFFICIENCY

16%¹

Wind, solar, sustainable waste and smart infrastructure

TRANSPORT & LOGISTICS

9%¹

Ports, rail and road, airports and e-mobility

1. Proportion of NAV of £534.6 million at 30 June 2024. Includes assets which, at 30 June 2024, were invested or committed.

4. PINT SEEKS TO GENERATE ATTRACTIVE RISK‑ADJUSTED RETURNS

Targeting capital and dividend growth.

The Company seeks to generate attractive risk‑adjusted total returns for shareholders over the longer term. These comprise 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.

£526m

Capital committed

£535m

Net asset value (NAV)

2.1p

Dividends per share¹

8.5%

NAV Total Return

1. First interim dividend of 2.1p per share declared in relation to the year ending 31 December 2024.

PINT AT A GLANCE¹

13 infrastructure co‑investment assets¹

Geographic diversification²

·     Europe 45%

·     North America 37%

·     UK 16%

·     Net working capital 2%

Sector diversification²

·     Digital Infrastructure 45%

·     Power & Utilities 28%

·     Renewables & Energy Efficiency 16%

·     Transport & Logistics 9%

·     Net working capital 2%

1.Based on assets invested and committed at 30 June 2024.

2. Based on NAV of £535 million at 30 June 2024.

CHAIR'S STATEMENT

Investing in infrastructure with strong growth potential.

"We are delighted with the continued positive portfolio performance, despite the challenging market conditions."

Vagn Sørensen

Chair, Pantheon Infrastructure Plc

Introduction

I am pleased to present the interim report for Pantheon Infrastructure Plc for the six-month period to 30 June 2024. This is the Company's third interim statement since launch, and I am delighted to report on the continued strong NAV performance since IPO.

Since successfully deploying its initial launch proceeds into a diversified portfolio of high-quality infrastructure assets, the Company has generated dividends in line with its pre-IPO target and delivered positive NAV total returns. During the first half of the year, the Company's NAV per share grew 7.3p to 113.9p. On an income statement basis, this represents a NAV Total Return of 8.5% for the period since 31 December 2023. Including the accretive benefit of share repurchases during the period, this increases to 8.7%.

In keeping with the Company's stated intention at IPO to offer shareholders a progressive dividend policy, I am also pleased to report a dividend target for the current financial year of 4.2p per share, an increase of 5% on the prior financial year. In increasing the target dividend, the Board has considered the Company's liquidity outlook and the strong performance of the Company's investments. The first interim dividend of 2.1p, in respect of the twelve months ending 31 December 2024, will be payable on 25 October 2024.

Strategy

The Company's differentiated approach seeks to generate attractive risk-adjusted returns through its diversified portfolio of investments in high-quality assets across the global infrastructure universe, focusing on assets that offer downside and inflation protection. Leveraging Pantheon's extensive 16-year experience in infrastructure investing and its c.$21 billion infrastructure platform, PINT has targeted specific transactions that Pantheon deems to be most attractive, notably opportunities in businesses with strong operations and growth potential, in sub‑sectors benefiting from long-term positive trends and managed by high-quality Sponsors.

Economic environment

The global economic environment continues to be an uncertain one. Whilst most of the developed economies in which we invest have so far avoided recessions, the outlook remains fragile, as evidenced most recently by the global market corrections following the combined impact of monetary tightening in Japan, employment data in the US and earnings performance of the big tech sector. Whilst that sell-off was followed by a sharp rebound across global markets, and the sentiment remains that recessions will be avoided, the market volatility that followed these events was indicative of the uncertainty over the economic outlook. Fortunately, the Company benefits from limited direct linkage to economic output across its portfolio, highlighting the defensive nature of infrastructure assets.

Additionally, inflation continues to prove stickier than many central banks had anticipated. Despite the recent interest rate reductions in the UK, the US and the Eurozone, policymakers continue to adopt a cautious approach to rate cuts as they wrestle with sustained inflation. A slower tapering off of interest rates has proven to be problematic for the investment trust sector in particular, which continues to be defined by a high prevalence of share price discounts to net asset values. However, there are signs that the interest rate curve may be stabilising, with recent downward movements in short‑term gilt yields potentially a signal of a shift in sentiment.

Amidst this backdrop of volatility in public markets, it has been encouraging to see signs of recovery in private market fundraising in the infrastructure sector. The availability of capital in this sector - both new capital and existing dry powder - makes for a continued constructive valuation environment for the Company.

£526 million

of assets invested or committed¹

2.1p per share

dividend declared

1.   Based on assets invested and committed at 30 June 2024.

Performance

As a Board we are delighted with the continued positive portfolio performance, from both an operational and NAV perspective, despite the challenging market conditions.

Valuation gains across the Portfolio represent the majority of the Company's NAV performance since IPO, which continues to exceed the 8-10% annual NAV Total Return guidance.

During the period, profit before tax amounted to £42.7 million or 9.1p per share. This performance has been attributable to notable fair value gains on investments including, but not limited to: Calpine, which has benefited from a buoyant trading environment for energy companies and higher than anticipated capture prices and capacity market pricing; CyrusOne, which is expected to deliver earnings growth ahead of its original investment case due to increased cloud and AI computing demands from hyperscale organisations; and National Broadband Ireland, which continues to reduce the risks associated with its business through its fibre rollout and addition of new customers ahead of the original forecast adoption rate.

Capital allocation

Other than to fund capital calls on existing commitments, the Company has not made any further investments since the announcement of its investment in Zenobē last year. The Company continues to exercise discipline around new investment given the limited availability of capital and the current share price discount to NAV. All the same, we continue to have excellent visibility on the Investment Manager's pipeline and have been encouraged by the range of exciting opportunities that could be pursued, were no capital constraints to exist. This leaves the Company well placed for when it is next in a position to make new investments.

The Company's £115 million revolving credit facility remains undrawn and available to cover risk buffers and undrawn commitments. Despite having capacity to do so, the Company has maintained a disciplined approach by not using the facility to fund new investment at a time where there has been limited visibility of the means to repay it. We continue to monitor this position with regard to any increased visibility on disposal timing, and relative to the drawn cost of using the facility.

Discount control

Since October 2022, the Company's share price has traded at a discount to NAV. This has primarily been in response to high levels of economic uncertainty in the UK arising from increased interest rates, higher inflation and geopolitical uncertainty. These factors continue to suppress demand for the Company's shares, compounded by the relatively small size of the Company compared to other infrastructure investment companies. However, these issues are not unique to the Company - with few exceptions, the universe of investment companies continues to be characterised by large discounts to NAV arising from these same pressures.

The Board continues to believe that any discount is unwarranted given the Company's excellent NAV performance, its differentiated investment policy and the quality of the Portfolio and the Sponsors with whom we partner. However, we recognise that share price returns have been a source of frustration for investors. Accordingly, the Board continues to focus on capital allocation, specifically the application of a buyback programme which was renewed in April of this year, and in total has allocated c.£18 million to potential share repurchases. During the period, the Company purchased a total of 3.3 million Ordinary Shares at a total cost of £2.75 million.

Together with the anticipated change in the future interest rate environment and continued efforts of the Investment Manager and Broker, we expect to see a re-rating of the Company's shares in due course. We are further encouraged in this regard by recent developments around the UK's regime for cost disclosures of investment trusts. Specifically, the Board considers that the FCA's statement on forbearance and the imminent replacement of existing legislation has the potential to result in increased demand for the Company's shares over time.

Governance and sustainability

The Board takes its responsibilities to shareholders, in accordance with good governance standards, very seriously, and we continually strive to improve our oversight of the Company and its transparency. During the period, we have had a particular focus on ESG matters and sustainability through the Sustainability Committee. Under the oversight of this committee, the Company published its second sustainability report on 1 July 2024, providing (among other things) further insight into the sustainability characteristics of PINT's portfolio and relevant emissions data. The full report can be found on the Company's website www.pantheoninfrastructure.com/sustainability.

From a succession planning perspective, I am delighted to confirm that, after a formal process involving a search consultant, the Board will be recommending the appointment of Patrick O'Donnell Bourke as my successor as Chair, effective from the Company's annual general meeting in 2025. Patrick brings a wealth of experience to the role and benefits from familiarity with the Company through his tenure as chair of the Audit and Risk Committee since IPO. Accordingly, the Company will now commence its search for Patrick's replacement in this role, with an appointment expected early in the new year.

Outlook

The Board remains optimistic about the Company's future prospects. NAV performance continues to exceed the Company's return targets, and increasing visibility of cash flows supports the Board's decision to increase the dividend.

We also continue to believe that infrastructure assets provide much-needed resilience in an ever-changing world, creating an abundant pipeline which the Investment Manager is expertly positioned to execute on. Along with favourable legislative developments around cost disclosures, these factors make for a compelling case for the Company's shares to trade at a premium once demand for the investment trust sector is restored, enabling the Company to grow further and continue to provide investors of all types access to a truly unique investment opportunity.

Vagn Sørensen

Chair

25 September 2024

PINT INVESTMENTS

EXISTING PORTFOLIO

Primafrio

TRANSPORT & LOGISTICS

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 creation strategy¹

·      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 healthy recovery of volumes after a difficult trading environment in 2023, which was impacted by the weak macroeconomic environment in key European markets. The company has been developing new infrastructure, including a new facility in Belfort, France, which is expected to open up markets further afield. The company is also seeing growing business domestically from non-temperature sensitive customers.

CyrusOne

DIGITAL INFRASTRUCTURE

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 creation strategy¹

·      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 has increasing visibility of longer‑term outperformance relative to the original investment case due to the strong trading environment for data centres. Increasing demand is driven by hyperscalers need for extra AI and cloud‑related capacity. Favourable pricing has also continued for contract renewals as well as on new developments, and the company is actively pursuing efforts to secure significant land access in key digital markets, as well as exploring co-location with energy generation.

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.

National Gas

POWER & UTILITIES

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 creation strategy¹

·      Stable inflation‑linked cash flows with returns positively correlated to inflation, favourable during 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 will play a leading role in any future transition from natural gas to hydrogen. It will support the expansion of hydrogen's role in the energy mix while working closely with the UK government and Ofgem to maintain security of supply.

Performance update

National Gas continues to perform well operationally. The gas transmission network operates under a regulated asset base model and the company is working with the regulator, Ofgem, around pricing controls for the period 2026-2031. The company continues to develop its business plan with stakeholders ahead of a final submission to Ofgem in December 2024. Further to the recent success of Future Grid phase 1, this settlement is expected to be the first to include cost allowances for hydrogen-related capital expenditure.            

Vertical Bridge

DIGITAL INFRASTRUCTURE

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 creation strategy¹

·      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

After shifting priorities to its BTS business, the company has successfully broadened its customer base through becoming a preferred supplier to another large-scale mobile network operator (MNO). This further de-risks the company's future pipeline, following the joint venture with Verizon for up to 3,000 BTS developments, announced in 2023. The company still sees longer‑term rollout of 5G coverage from MNOs as being highly favourable for earnings growth, through both BTS business and the potential for 'leasing up' through the addition of new co-location customers on existing towers.              

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.

Delta Fiber

DIGITAL INFRASTRUCTURE

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 creation strategy¹

·      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

The rollout is progressing on plan and the company still expects to have completed activities by mid‑2025 on budget. The company is now seeing the benefit of increased network densification through its wholesale network sharing agreement with Odido (formerly T-Mobile Netherlands), and continues to actively discuss similar initiatives with other key players in the Netherlands market. The company also agreed a deal with one of its main competitors, Glaspoort, subject to regulatory approvals, for the sale of around 200,000 of its connections focused in urban locations, in keeping with its approach to minimise or avoid overbuild risk whilst retaining access to the infrastructure for its own retail product lines.

Cartier Energy

POWER & UTILITIES

Platform of eight district energy systems located across the Northeast, Mid‑Atlantic and Midwest of the US.

Investment thesis and value creation strategy¹

·      Gross margin structure underpinned by availability‑based fixed capacity payments, 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

The company has started to recover from the challenging conditions it encountered in 2023. As well as seeing stable hot water and steam volumes, the company has been boosted by increased chilled water demand, and is expected to benefit further from recent favourable capacity market auctions impacting one of its key industrial facilities. Management's current focus is on optimising its pricing structure during contract renewals and finalising the commercial terms of a number of large profile expansion projects identified in the original investment thesis.

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 

POWER & UTILITIES

Independent power producer with c.26GW of principally gas-fired generating capacity, including c.770MW of operational renewables.

Investment thesis and value creation strategy¹

·      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, financed through 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 continues to operate in a highly favourable environment for energy producers. The company has significantly outperformed the original investment case due to higher actual and forecast power prices, enhanced by an active energy trading division, in addition to higher capacity market auction prices and further upside from potential carbon capture and storage projects. Capex deployment continues on its flagship Nova battery storage project, as well as into both its existing and new renewables opportunities. In addition, the company is exploring the potential for co-located data centres from hyperscale operators.

Vantage Data Centers

DIGITAL INFRASTRUCTURE              

Leading provider of wholesale data centre infrastructure to large enterprises and hyperscale cloud providers.

Investment thesis and value creation strategy¹

·      Secular data usage growth through increasing cloud adoption and increasing data‑heavy technologies continues 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

There continues to be significantly increased opportunity relative to the original investment case, due to increased cloud and AI computing demands. To help deliver this growth, a significant additional primary equity commitment from both Digital Bridge and technology‑focused private equity investor Silver Lake, previously announced in Q4 2023, was completed in H1 2024.          

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.

Fudura

RENEWABLES & ENERGY EFFICIENCY

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 creation strategy¹

·      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

The company continues to outperform its original investment case on a profitability basis, continuing to deliver higher margins on its core business. Revenues from ancillary growth areas, including EV charging, solar PV and batteries, are currently behind the original business plan, however they are now ramping up and represent management's key area of focus.

National Broadband Ireland ('NBI')

DIGITAL INFRASTRUCTURE

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 creation strategy¹

·      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

NBI remains on track with its rollout plan, hitting a key project milestone of 50% completion, and also continues to stay on budget. Final rollout is still expected to be completed ahead of contractual targets that were revised due to Covid-19. A large number of internet service providers are now signed up and nationwide marketing efforts have begun, which together are supporting adoption by end users greater than foreseen in the original investment case, with the resulting revenues supporting the company's profitability and liquidity during construction.         

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

DIGITAL INFRASTRUCTURE

Largest tower operator and telecom infrastructure network in Western Europe with c.40,000 tower sites across Germany and Austria.

Investment thesis and value creation strategy¹

·      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 other market participants, and numerous consolidation opportunities in Europe.

Performance update

Both revenues and profitability continue to perform largely on track with the original investment case. The business continues to prioritise improving the delivery and efficiency of its BTS activities, and still sees significant areas for process improvement, which are expected to be unlocked now all senior level roles have been filled. In addition to its focus on BTS, the company has also benefited from increased co-location revenues through implementing a number of strategic relationships with key MNOs, and has benefited from lower customer churn than initially forecast.

GlobalConnect

DIGITAL INFRASTRUCTURE

Leading pan-Nordic wholesale and retail telecoms business with extensive fibre network and data centre portfolio.

Investment thesis and value creation strategy¹

·      Majority of cash flows are contracted and index‑linked, offering downside protection in challenging macroeconomic conditions.

·      Favourable market tailwinds from regulatory-driven 5G coverage requirements 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 markets it operates in, the company has shifted its strategy to scale down its retail operations business in Germany in order to focus investments in the German B2B and carrier segments and in the core FTTH market in the Nordics. The company has also geared up for expanded investment in data centres through a framework agreement with Coromatic, a large data centre focused contractor, and has now finalised the construction of its 2,600km super fibre cable stretching from northern Sweden to Germany, capable of transporting all data in the Nordics, and including 700km of subsea Baltic cable.

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

RENEWABLES & ENERGY EFFICIENCY

Zenobē provides essential infrastructure that contributes to international power and transport sector decarbonisation targets.

Investment thesis and value creation strategy¹

·     Substantial and growing market opportunity driven by significant capex required to meet demand for EV 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

The company has enjoyed a steady flow of new UK business on the EV side, with a significant pipeline of opportunities at attractive returns, including the recently awarded phase 2 of the Scottish Zero Emission Bus Challenge Fund. On the network infrastructure side, revenues have been lower than originally forecast due to the wider challenges in the UK battery energy storage systems sector, however the company expects in time to benefit from National Grid's changes to the balancing mechanism and the battery portfolio focus on proximity to large clusters of renewable generation. The appointment of the company's North American leadership team was finalised during the period as it looks to expand its footprint internationally in both fleet electrification and network infrastructure.

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.

INVESTMENT MANAGER'S REPORT

Founded in 1982, Pantheon has established itself as a leading global multi‑strategy investor in private equity, infrastructure and real assets, and private debt.

Pantheon's infrastructure experience

Since 2009, Pantheon has completed 218 infrastructure investments across primaries, secondaries and co‑investments alongside more than 50 Sponsors, solidifying its position as one of the largest managers investing in infrastructure. The global infrastructure investment team managed c.$21 billion in AUM as at 31 March 2024.

1.   As at 31 March 2024. This figure includes assets subject to discretionary or non-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 31 March 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 Pantheon's Global Infrastructure and Real Assets Committee (GIRAC) since 2015, when Pantheon established its infrastructure co-investment strategy. Notional net performance is based on an average forecast annualised fee of 1.5% of NAV.

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, Renewables & Energy Efficiency and Social & Other Infrastructure.

As at 30 June 2024, the Company had a total of £526 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 45% of NAV¹, across the data centre, towers and fibre sub‑sectors. Three investments, representing 28%, 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 (45%), with the remaining exposure in North America (37%) and the UK (16%). Net working capital comprised 2% of NAV at 30 June 2024.

Portfolio movement

During the period, the Portfolio generated underlying growth of £45.5 million, reflecting a 9.5% movement on the opening capital invested, adjusted for capital calls and investments totalling £5.6 million, but before adjusting for distributions totalling £4.3 million.

Movements in foreign exchange values resulted in a foreign exchange loss of £2.7 million (offset at a company level by a foreign exchange hedging gain of £3.9 million), resulting in a closing value of £515.8 million at 30 June 2024.

The Portfolio had a weighted average discount rate (WADR) of 13.6%² at the period end (31 December 2023: 13.6%).

1.Based on NAV of £535 million at 30 June 2024.

2. Weighted average discount rate of 13.6% is based on the discount rate or implied discount rate of each Portfolio Company investment at 30 June 2024, weighted on an investment fair value basis (excluding undrawn commitments), across all 13 investments.

Weighted average discount rate of 13.6% is based on the discount rate or implied discount rate of each Portfolio Company investment at 30 June 2024, weighted on an investment fair value basis (excluding undrawn commitments), across all 13 investments.

Portfolio movement

Opening portfolio value - £471.7m

Capital calls and investments - £5.6m

Distributions - £(4.3)m

Asset valuation movement - £45.5m

Foreign exchange movement £(2.7)m

Closing portfolio value £515.8m

Portfolio: movements in the period

Portfolio: inception to date

Multiple on Invested Capital. MOIC is calculated as the sum of columns B, C, and D, divided by column A.

PERFORMANCE

NAV pence per share movement (period to 30 June 2024)

NAV increased over the period by 7.3p per share (six months to 30 June 2023: 2.1p per share), after adjusting for the dividends paid of 2.0p per share over the period (six months to 30 June 2023: 1.0p per share). The movement in the period was principally driven by fair value gains of 9.7p per share (six months to 30 June 2023: 4.7p per share), partially offset by foreign exchange movements of (0.5)p per share (six months to 30 June 2023: (3.1)p per share), attributable principally to the weakening of EUR during the period, which was offset by a 0.8p per share movement from the foreign exchange hedging programme (six months to 30 June 2023: 2.0p per share).

Share buybacks contributed 0.2p per share (six months to 30 June 2023: 0.04p per share), with a reduction of (0.9)p per share (six months to 30 June 2023: (0.9)p per share) related to fund operating and financing expenses, resulting in a closing NAV of 113.9p per share. This excludes the impact of the first interim dividend of 2.1p per share for the year ending 31 December 2024, which is to be paid on 25 October 2024.

Income Statement

The total profit before taxation for the period was £42.7 million, (six months to 30 June 2023: £14.9 million), resulting in a 9.1p per share (six months to 30 June 2023: 3.1p per share) contribution to the NAV movement. In the Company's Income Statement this is shown as a profit on investment of £22.8 million (six months to 30 June 2023: £7.2 million) which includes portfolio FX movements of £(2.7) million or (0.5)p per share (six months to 30 June 2023: £(15.3)million or (3.1)p per share), and investment income of £19.9 million (six months to 30 June 2023: £nil). Adjusting for the portfolio FX movement disclosed separately in the portfolio and NAV bridge charts, the fair value gains were £45.5 million (six months to 30 June 2023: £22.4 million). The FX loss was offset by the foreign exchange hedging movements of £3.9 million or 0.8p per share (six months to 30 June 2023: £9.7 million or 2.0p per share). Total expenses, including management fees and interest payable, were £(4.4 million) or 0.9p per share (six months to 30 June 2023: £3.9 million or 0.9p per share). The investment income of £19.9 million comprises of £4.3 million of income in the current period and £15.6 million of historic investment income as detailed in Note 2 of the accounts.

Ongoing charges

The Company's ongoing charges figure is calculated in accordance with the Association of Investment Companies (AIC) recommended methodology and was 1.30% (annualised) for the period to 30 June 2024 (year to 31 December 2023:1.35%).

NAV pence per share movement

As at 31 December 2023 - 106.6p

Fair value gains - 9.7p

Foreign exchange movement - (0.5)p

Foreign exchange hedge - 0.8p

Expenses¹ - (0.9)p

Share buybacks - 0.2p

Dividends paid - (2.0)p

As at 30 June 2024 - 113.9p

1. Expenses include operating and capital expenses.

INVESTMENT POLICY

As stated in its 2021 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 general partner 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; and (ii) no more than 5% of total revenues across the Portfolio (measured on a look-through basis) will be so derived.

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

Interim management report

The important events that have occurred during the period under review, the key factors influencing the financial statements and the principal uncertainties for the remaining six months of the financial year are set out in the Chair's statement and the Investment Manager's report. The principal risks facing the Company are substantially unchanged since the date of the annual report for the year ended 31 December 2023 and continue to be as set out in that report on pages 69 to 71. Risks faced by the Company include, but are not limited to, market conditions, political and regulatory changes, operational performance, returns target, investor sentiment, lack of suitable investment opportunities, liquidity management including level and cost of debt, portfolio concentration risk, over-reliance on the Investment Manager, tax status and legislation, third‑party providers, cyber security, and climate change risks.

Each Director confirms that, to the best of his or her knowledge:

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

·     the interim financial report includes a fair review of the information required by:

·      DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred for the six months to 30 June 2024 and their impact on the set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

·      DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the six months to 30 June 2024 and that have materially affected the financial position or performance of the Company during that period.

This interim financial report was approved by the Board on 25 September 2024 and was signed on its behalf by:

Vagn Sørensen

Chair

25 September 2024

INDEPENDENT REVIEW REPORT
TO PANETHEON INFRASTRUCTURE PLC

Conclusion

We have been engaged by Pantheon Infrastructure Plc ('the Company') to review the condensed set of financial statements in the half‑yearly financial report for the six months ended 30 June 2024 which comprises the Income statement, Statement of changes in equity, Balance sheet, Cash flow statement, and Notes 1 to 22. We have read the other information contained in the half‑yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

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

Basis for conclusion

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

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

Conclusions relating to going concern

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

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

Responsibilities of the Directors

The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibility for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the basis for conclusion paragraph in this report.

Use of our report

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

Ernst & Young LLP

London, United Kingdom

25 September 2024

CONDENSED INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHS TO 30 JUNE 2024

1. Includes foreign exchange movements on investments.

The Company does not have any income or expense that is not included in the return for the period, therefore the return for the period is also the total comprehensive income for the period. The supplementary revenue and capital columns are prepared under guidance published in the Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC"). The total column of the statement represents the Company's statement of total comprehensive income prepared in accordance with FRS 104.

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

The Notes below form part of the financial statements.

CONDENSED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
FOR THE SIX MONTHS TO 30 JUNE 2024

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 30 June 2024, there were £4,166,000 reserves available for distribution from this reserve.

The Notes below form part of the financial statements.

CONDENSED BALANCE SHEET (UNAUDITED)

AS AT 30 JUNE 2024

The financial statements were approved by the Board of Pantheon Infrastructure Plc on 25 September 2024 and were authorised for issue by:

Vagn Sørensen

Chair

Company Number: 13611678.

The Notes below form part of the financial statements.

CONDENSED CASH FLOW STATEMENT (UNAUDITED)

FOR THE SIX MONTHS TO 30 JUNE 2024

Investment income as set out in Note 2 of the accounts was a non-cash transaction between PIH LP and PINT Plc.

1.Purchase of investments includes £5,656k of capital calls from underlying infrastructure investments and £33k of operating expenditure in PIH LP, offset by portfolio distributions of £4,272k.

The Notes on pages below form part of the financial statements.

NOTES TO THE INTERIM FINANCIAL STATEMENTS (UNAUDITED)

1. Accounting policies

Pantheon Infrastructure Plc (the 'Company') is a listed closed‑end 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 shares were admitted to trading on the London Stock Exchange. The registered office of the Company is Link Company Matters Limited, Central Square, 29 Wellington Street, Leeds, England, LS1 4DL.

A. Basis of preparation

The Company applied FRS 102 and the Statement of Recommended Practice ("SORP") for the year ended 31 December 2023 in its financial statements. The financial statements for the six months to 30 June 2024 have therefore been prepared in accordance with FRS 104: Interim Financial Reporting. The condensed financial statements have been prepared on the same basis as the statutory accounts for the year ended 31 December 2023. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The Company's condensed financial statements are presented in GBP 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 Association of Investment Companies ("AIC") in July 2022.

The financial information contained in this interim report, the comparative figures for the six months ended 30 June 2023 and the comparative information for the year ended 31 December 2023 do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The financial information for the six months ended 30 June 2024, and the six months ended 30 June 2023, has not been audited but has been reviewed by the Company's Auditor and their report can be found above. The annual report and financial statements for the year ended 31 December 2023 have been delivered to the Registrar of Companies. The report of the Auditor was: (i) unqualified; (ii) did not include a reference to any matters which the Auditor drew attention by way of emphasis without qualifying the report; and (iii) did not contain statements under section 498 (2) and (3) of the Companies Act 2006.

The financial statements comprise the results of the Company only. The Company has control over a number of subsidiaries. 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 30 June 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.

In reaching this 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.

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 assets 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.

D. 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.

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 valuations are assumed to be reliable. These valuations are reviewed periodically for reasonableness and recorded up to the measurement date. The Sponsor is usually the best placed party to determine the appropriate valuation. The annual and quarterly reports received from the Sponsors are reviewed by the Investment Manager to ensure consistency and appropriateness of approach to reported valuations. The valuations are approved by Pantheon's Valuation Committee.

E. Investment income

The supplementary revenue and capital columns are prepared under guidance published in the SORP issued by the AIC. The Company holds underlying investments through its wholly owned subsidiary Pantheon Infrastructure Holdings LP ("PIH LP"), with both realised and unrealised gains and income, allocated to the Capital Reserve. Distributions from PIH LP to the Company are recognised within the Revenue or Capital 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, dividend, or capital distribution from an investment held by PIH LP. The classification between revenue and capital of the distribution to PINT is based on the classification of the underlying distribution received by PIH LP.

2. Investment income

£15.6 million of investment income relates to distributions from infrastructure investments received by PIH LP prior to 31 December 2023, previously recorded as an unrealised gain on fair value through profit or loss, which have been distributed from PIH LP to the Company in the current period.

3. Investment management fees

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 30 June 2024, £1,385,000 was owed for investment management fees (30 June 2023: £1,218,000, 31 December 2023: £1,329,000).

The Investment Manager does not charge a performance fee.

4. Other expenses

1.The non-audit fees payable to the Auditor relate to the review of the Company's half-yearly report.

5. Finance income

6. Interest payable and similar expenses

7. Taxation