Morgan Lewis Advises Pantheon International Plc on Share Capital Reorganization

LONDON, November 1, 2017: Morgan Lewis represented Pantheon International Plc (PIP), an investment trust company managed by Pantheon Ventures (UK) LLP that invests in private equity funds globally, in a share capital reorganization for the purpose of consolidating its ordinary and redeemable share capital into a single class of ordinary shares. The Board of PIP believes that this will lead to important benefits for the company and all its shareholders, both in terms of improved investment prospects and increased share liquidity.

The features of the consolidation are as follows:

• The redemption by the Company of certain redeemable shares of 1p each in the capital of the Company for an aggregate consideration of £200 million and the subsequent application of the redemption proceeds by way of subscription for an asset linked loan note
• A bonus issue of new deferred shares in the capital of the Company
• The subsequent consolidation, sub-division, and redesignation of the deferred shares and the remaining redeemable shares in the Company into new ordinary shares of 67p each in the capital of the Company, ranking pari passu in all respects with the existing ordinary shares of the Company

The Morgan Lewis team was led by partner Simon Currie with assistance from partners Iain Wright, Bruce Johnston, Kate Habershon, Richard Zarin, David Sirignano, and Peter Phleger. Associates Sonia Namutebi, Kristina Markova, Eoin Ansbro, Steven Lightstone, Katerina Heal, Neil McKnight, Miranda O’Connell, Robert Brecht, and Joseph Jung also aided in the transaction, along with trainee solicitors Philip Stone and Emily Davies.