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Covington advises Pantheon International Participations PLC on £123 million capital restructuring

September 29, 2004

LONDON, UNITED KINGDOM, September 29, 2004 - Covington & Burling advised Pantheon International Participations PLC ("PIP"), an investment trust and the longest established private equity fund of funds quoted on the London Stock Exchange, on the conversion of its £123 million debt held as participating loan notes into new redeemable and ordinary shares.

The restructuring also involved a cancellation, to form a distributable reserve, of the share premium arising on conversion and a facility for future issues of up to an additional 80 million redeemable shares at net asset value per share at the time of issue without additional shareholder approval. It was undertaken to eliminate potentially adverse tax treatment for PIP of the participating loan notes and was designed to permit PIP flexibility in raising funds for investment when required and returning excess cash generated by its underlying investment portfolio. The redeemable shares are non-voting and participate equally with ordinary shares in dividends and surplus assets. In addition, they are redeemable at PIP's discretion at net asset value.

Covington & Burling partners Simon Currie and Simon Goodworth have advised PIP and other investment funds managed by PIP's manager, Pantheon Ventures Limited, and its associated companies, for more than 15 years.

"We have been very pleased to be able to assist our long-standing client, Pantheon International Participations PLC, with this significant and complex matter," said lead partner Simon Currie. "The Company should now be better positioned to raise additional funds for its continuing and expanding investment programme."

Mr. Currie led a legal team that included tax partner David Hinds and associates Simon Amies, Erica Price, and Christopher Leonard.

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