Pantheon International: how a buyback can increase the value of each share

An investment company can shrink its portfolio while increasing the value of each remaining share. Understanding this requires looking at two things together: the assets left to share and the number of shares claiming them.

Pantheon International, the London-listed company trading as PIN, holds a global private equity portfolio through funds and direct investments alongside their managers. It sells some assets and directs some of the proceeds into its own shares. Its board, chaired by Tony Morgan, therefore balances new investments, liquidity and a reduction in the share count.

The announcement published on 9 October reports the purchase of 225,000 shares on 8 October, at an average of 380.4828p, with the intention to cancel them. Against the published 31 August NAV of 534.6p, that represents an indicative gap of 28.8%. The dates differ. This is a reference point for understanding the transaction, rather than a discount measured against an 8 October portfolio valuation.

A larger claim on a smaller pool

Net asset value, or NAV, is the estimated value of assets after debts and other liabilities. NAV per share divides that amount by the share count. The division is what makes a buyback worth examining.

Consider a fictional company with £1 million of net assets and 100,000 shares. Each share represents £10 of NAV. On the stock market, investors pay just £7 for it.

The company spends £70,000 of cash to repurchase 10,000 shares and cancels them. NAV falls to £930,000, but only 90,000 shares remain. NAV per share rises to £10.33, an increase of 3.33%.

A smaller portfolio, more value per share

Fictional Opulion example. Buyback of 10% of shares at a 30% discount, with no costs or other asset movements.

A shareholder keeping 1,000 shares previously owned 1% of the company. They now own 1.11%. Their claim on net assets rises from £10,000 to about £10,333. They hold a larger share of the remaining portfolio, without receiving cash. The seller receives the agreed market price of £7 a share.

The increase comes from the price paid to retire the shares. Less cash leaves the company than the NAV attributed to the cancelled shares. On the valuations used, that redistributes value between departing and remaining shareholders.

The purchase price changes the outcome

Change just one input: the buyback price. Buying those same 10,000 shares at their £10 NAV costs £100,000. The remaining £900,000 is divided across 90,000 shares. Each still represents £10.

At £12, above NAV, the payment reaches £120,000. Each remaining share represents £9.78. The share count has fallen, but so has NAV per share.

Cancelling 10% of shares: what does the price change?

Opulion calculation. Starting NAV of £10 per share, with other assets constant and costs excluded.

For a private portfolio, NAV is an estimate. A wide discount may reflect a long wait for realisations, funding costs or concern that valuations are too high. Cancelling shares leaves those issues to be addressed. It changes each shareholder’s claim on assets whose economic value still has to be tested.

Why sell funds to buy back the company’s shares?

Pantheon International completed the sale of 42 fund positions in June, receiving £224 million of net proceeds. Its August results presentation says at least 80% of the proceeds, roughly £180 million, will support buybacks. The sale releases cash and helps refocus the portfolio on fewer managers.

There are two prices in this transaction: the price received for the funds and the price paid for PIN shares. A sale slightly below NAV can be combined with a repurchase substantially below NAV to increase NAV per remaining share.

Follow three steps in another fictional company. It starts with £1 million of NAV across 100,000 shares. It sells funds carried at £100,000 and receives £92,000. It spends all that cash buying 11,500 shares at £8 each, then cancels them.

A sale loss can be offset by the buyback

Fictional Opulion example. Funds sold at an 8% discount, shares bought at a 20% discount to starting NAV. All proceeds are spent, with no costs.

The company holds fewer assets, yet each remaining share represents 1.69% more NAV than at the start. In this particular example, the difference between the two discounts offsets the loss on the sale.

The real transaction needs an additional qualification. The headline 8.1% sale discount uses valuations at 30 June 2025. The annual report says the discount would be about 13% to 15% against 31 March 2026 valuations, including fees, currency movements and other costs. Those references cannot be directly matched to an October share repurchase. Fixed assumptions explain the mechanism. Accounts and executed transactions establish the actual outcome.

What remains for tomorrow’s businesses?

A private equity portfolio needs to keep investing. Funds call capital against commitments already made. New investments replenish the businesses that will eventually be sold. Financing reserves help the company through periods of slower exits.

That is the trade-off. A buyback affects NAV per share immediately, while a new investment may take years to produce its results. Selling assets continually to cancel shares would also reduce the sources of future gains and distributions.

These percentages describe an allocation policy. An authorised pool, available cash and executed purchases are different measures. The September presentation itself stresses the balance between buybacks and new investments.

The August factsheet measures the recent effect. £124.8 million of buybacks between June and August contributed 9.6p, equivalent to 1.9% of end-May NAV per share. Total NAV per share growth over the quarter was 3.2%.

From May to August 2026, buybacks supported NAV per share

Source: Pantheon International factsheet at 31 August 2026. Contributions as percentages of opening NAV, rounded by the company.

The newsletter shows a remaining £83.1 million capital return pool at 31 August. Several flows feed that pool, so its balance is different from the unspent portion of the £180 million announced following the disposal.

What shareholders can track

The first question concerns the assets sold: do the proceeds support their latest valuations? The second concerns the cash: how much goes to buybacks, fund calls and new investments? The third concerns the remaining portfolio: its quality, costs, commitments and prospects for realisation.

The market price, meanwhile, depends on buyers and sellers. NAV per share can rise while the discount widens. A buyback improves one part of the calculation. Confidence in the portfolio and its management shapes another.

Our second article compares a private fund programme with Pantheon International, explaining who manages commitments and why listed shares follow a separate path. The company page shows its portfolio.

How we counted

The examples are fictional and denominated in sterling. They assume reliable NAV, unchanged asset values outside the transactions, cancelled shares and no costs, taxes or new issuance. The first uses cash already included in NAV. In the second, £92,000 of sale proceeds replaces an asset carried at £100,000, then all the cash funds the buyback.

NAV after a buyback equals starting NAV less cash spent. NAV per share then divides that amount by remaining shares. With a proportion q of shares cancelled and a discount d, relative accretion equals q × d ÷ (1 − q). In the full-proceeds sale-and-buyback model, a buyback discount greater than the proportional sale loss produces accretion, using consistent valuation dates and excluding costs.

The indicative 28.8% gap equals 1 − 380.4828 ÷ 534.6. The 8 October purchase cost approximately £856,086. We have not reconstructed cumulative execution of the £180 million allocation through 8 October. Our annual report review covered strategy, the disposal, buybacks and related notes, rather than the complete financial statements.