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Pantheon Global Private Equity (PGPE)

Self-Certification Disclaimer

Professional Investor Disclaimer

Important Notice

Thank you for visiting the website (the “Site” or “Website”) of Pantheon Private Markets SICAV SA (the “Fund”) and its affiliates (collectively, “Pantheon”, “we” or “us”). By accessing this Website, you acknowledge and agree to accept the following Terms of Use pertaining to the use of the Site, which constitute a legal agreement between you and Pantheon.

This Site and the materials herein are directed only to certain types of investors and to persons in certain jurisdictions where the strategy is authorised for distribution. By selecting an investor type from the below list, you certify that you qualify as that investor type based on the definitions below.

Please choose from the following countries. By selecting a country from the list below, you certify that you are resident in that country. Should you be resident in a country that is not listed below, you cannot access the content of this Website.

Austria, Belgium, Denmark, Finland, France, Germany, Italy, Netherlands, Norway, Portugal, Spain:

You understand this information is being made available by Pantheon Ventures (Ireland) DAC. You confirm that you are a credit institution, investment firm, other regulated financial institution, insurance company, collective investment scheme, pension fund, certain large undertakings or opt up persons which qualify as a ‘professional client’ within the meaning the European Union Markets in Financial Instruments Directive (2014/65/EU) and so are a ‘professional investor’ under the European Union Alternative Investment Fund Managers Directive (2011/61/EU).

Argentina:

You confirm that you are a Qualified Investor pursuant to Section 12, Chapter VI, Title II of the CNV Rules.

Australia:

You understand this information is being made available by Pantheon Ventures (UK) LLP. You confirm that you are a Wholesale Client pursuant section 761G of the Corporations Act 2001 (Cth).

Brazil:

You confirm that you are Professional Investor pursuant to Comissão de Valores Mobiliários Instruction No. 476 and Rule No. 30, of 2021.

Canada:

You understand this information is being made available by Pantheon Securities LLC. You confirm that you are (i) an “Accredited Investor” as defined in section 1.1 of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106“), or defined in subsection 73.3(1) of the Securities Act (Ontario) and (ii) a “Permitted Client” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103“) or, defined in NI 31-103 as modified by Multilateral Instrument 32-102 Registration Exemptions for Non-Resident Investment Fund Managers.

Chile:

You confirm that you are a Qualified Investor as defined under numbers 1 to 6 of Section II of the General Rule N°216 of 2008.

This offer commences on November 7th, 2023 and is driven by General Rule No. 336 of the Comisión para el Mercado Financiero (“CMF”). This offer is referred to securities not registered in the Registry of Securities or in the Registry of Foreign Securities of CMF, therefore these securities are not under the supervision of CMF and there is no obligation for the issuer to provide public information in Chile vis-à-vis these securities. These securities may not be subject of public offerings while they are not registered in the respective Registry of Securities.

Usted confirma que es un Inversor Calificado según lo definido en los números 1 a 6 de la Sección II de la Norma de Carácter General N°216 de 2008.

Esta oferta comienza 7 de noviembre de 2023 y se realiza conforme a la Norma de Carácter General N ° 336 de la Comisión para el Mercado Financiero (“CMF“). Esta oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la CMF, por lo que no están sujetos fiscalización de la CMF y no existe de parte del emisor obligación de entregar en Chile información pública respecto de estos valores. Estos valores no podrán ser objeto de oferta pública mientras no sean inscritos en el Registro de Valores correspondiente.

Colombia:

You confirm that you are a professional investor and the offering has been made to you in compliance with Decree 2555 of 2010.

Hong Kong:

You understand this information is being made available by a licensed representative of Pantheon Ventures (HK) LLP. You confirm that you are a Professional Investor as defined in Schedule 1 to the Securities and Futures Ordinance of Hong Kong.

Israel:

You confirm that you are a “Qualified Client” as defined in the Israeli Investment Advice, Investment Marketing and Portfolio Management Law 1995 and a “Sophisticated Client” as defined in the Israeli Securities Law, 1968.

Japan:

You confirm that you are a “qualified institutional investor” (as defined in Article 2, Paragraph 3, Item 1 of the Financial Instruments and Exchange Act and Article 10 of the Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act.

Mexico:

You confirm that you are an Institutional Investor or Qualified Investor as defined in the Mexican Securities Market Law (Ley del Mercado de Valores) (“LMV”).

Pantheon and the Fund are not authorised to act as a financial entity, securities intermediary, investment advisor or as any other regulated entity under Mexican law, and no actions, applications or filings have been undertaken in Mexico, whether before the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores “CNBV”) or any other authority, in order for Pantheon or the Fund to carry out activities or render services that would otherwise require a license, registration or any other authorization for such purposes; neither is it regulated by the CNBV or any other Mexican authority. Neither this website, nor its content, constitutes an offer, invitation or request to purchase or subscribe for securities or other instruments or to make or cancel investments, nor may it serve as the basis for any contract, commitment or decision of any kind.

Interests in the Fund have not been and will not be registered with the National Securities Registry (Registro Nacional de Valores), maintained by the CNBV, and therefore may not be offered or sold publicly in Mexico, except that interests in the Fund may be offered and sold in Mexico, pursuant to the private placement exemption set forth in Article 8 of the LMV, to Institutional and Qualified Investors as defined thereunder. The information contained herein is the exclusive responsibility of the issuer and has not been reviewed or authorised by the CNBV or any other governmental or self-regulatory authority. The Fund accepts responsibility for the information contained herein. To the best of the Fund’s knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this website as of the date hereof is in accordance with the facts and does not omit anything likely to affect the import of such information. Nothing herein shall be deemed to be a recommendation, opinion or advice with respect to the convenience of the offer.

Panama:

You confirm that you are an Institutional Investor pursuant to the Decree Law N°1 of July 8, 1999.

Peru:

You confirm that you are an Institutional Investor because you have (i) assets in excess of approximately US$993,000 or (ii) a securities portfolio in excess of approximately US$496,000.

Singapore:

You confirm that you are, and will at all times continue to be an “institutional investor” or “accredited investor” within the meaning of the Securities and Futures Act 2001 of Singapore (“SFA”).

The Fund is not authorized or recognized by the Monetary Authority of Singapore and the shares are not allowed to be offered to the retail public.

Those accessing the website in Singapore should note that the offering of the shares is subject to the terms of the Fund’s offering documents (the “Information Memorandum”) and the SFA. The Information Memorandum is not a prospectus as defined in the SFA and, accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and the offeree should consider carefully whether the investment is suitable for such offeree.

Accordingly, the shares may not be offered or sold, or be made the subject of an invitation for subscription or purchase, nor may any document or material in connection with the offer or sale, or invitation for subscription or purchase, of any share be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor, (ii) to an accredited investor, relevant person or any person pursuant to an offer referred to in Section 305(2) of the SFA and in accordance with the conditions specified in Section 305 of the SFA, or (iii) pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Each person or entity accessing the website in Singapore confirms that (1) it has received certain statements in writing in accordance with Regulations 3(3)(b) or 3(4)(c) of the Securities and Futures (Classes of Investors) Regulations 2018 (“SF (CI) Regs”) and has provided written confirmation of its election to be treated as an “accredited investor” within the meaning of the SFA for all the “consent provisions” as defined under Regulation 3(9) of the SF (CI) Regs, in accordance with Regulations 3(3)(c) or 3(4)(d); and (2) it has received an Information Memorandum relating to the offering of interests in the Fund.

Switzerland:

You confirm that you are a “Qualified investor” in Switzerland as defined in the Swiss Collective Investment Schemes Act of 23 June 2006 as amended, and an “Institutional” or “Professional Client” as defined in the Swiss Financial Services Act (“FINSA”) and their implementing ordinances.

No marketing materials relating to Fund have been or will be filed with, registered or approved by any Swiss regulatory authority and the Fund referenced herein is not approved by the Swiss Financial Market Supervisory Authority (“FINMA”) for offering in Switzerland to non-qualified investors.

The offering of the Fund into Switzerland is exempt from the prospectus requirement under the FINSA. No prospectus pursuant to the FINSA has been or will be prepared for or in connection with the offering of the Fund.

United Kingdom:

You confirm that you are a credit institution, investment firm, other regulated financial institution, insurance company, collective investment scheme, pension fund or any persons or entities that qualify as a ‘professional client’ under section 3.5 Conduct of Business Sourcebook of the FCA Handbook of Rules and Guidance and so are a ‘professional investor’ under The Alternative Investment Fund Managers Regulations 2013.

Uruguay:

You confirm that you are a Qualified Investor pursuant to the Central Bank of Uruguay Circular 2423 who has the necessary experience and/or knowledge to understand, evaluate, assume and adequately manage the risks inherent to any investment decision.

I am:

ABOUT

The Pantheon Global Private Equity Fund (PGPE) aims to provide professional investors around the world (ex. US) with unique exposure to a diversified private equity portfolio sourced by Pantheon’s global investment platform.

PGPE invests across the investment lifecycle, with a focus on secondaries and co-investments, offering cost-efficiency and diversification by manager, stage, geography, vintage year and industry, all through a single allocation.

The fund has a dedicated focus on the small and mid-market, which is a core conviction across Pantheon’s private equity platform offering access to a wide opportunity set, with multiple pathways to create value and flexible exit options.

PGPE highlights:
  • Core high-conviction private equity portfolio accessed via a single allocation
  • Focus on secondaries and co-investments across the mid-market
  • Evergreen allocation tool with immediate exposure and quarterly liquidity

FUND DOCUMENTS

Factsheet

General risk: Prospective investors are deemed to acknowledge the existence of the risks set out below and in the prospectus (the “Prospectus”) relating to Pantheon Global Private Equity Fund, a sub-fund of Pantheon Private Markets SICAV SA Fund (the “Fund”), and to have waived any claim with respect to, or arising from, the existence of any such risks. An investment in the Fund involves a substantial degree of risk and should be considered only by eligible investors whose financial resources are sufficient to enable them to assume such risk and the possible loss of some or all of their investment, and who have no immediate need for liquidity in their investment in the Fund. Prior to making any investment in the Fund, prospective investors should read this section and the Prospectus in their entirety and carefully consider the risk factors set out within this section and the Prospectus in light of their personal circumstances. Investors should consult their professional advisors to assist them in making their own legal, tax, regulatory, accounting and financial evaluation of the merits and risks of investment in the Fund in light of their own circumstances and financial condition.

Pantheon funds and allocation: An investment does not guarantee an investor access to any particular Pantheon underlying fund. Any investment allocation targets of the Fund set out in the Prospectus represent the overall approach to allocation only, and the actual allocation of investment may materially differ at any time. As a result, the Fund may miss out on certain Pantheon underlying funds which may adversely affect returns of the Fund.
Concentration risk: The Fund’s returns may be substantially affected by the unfavourable performance of a single Pantheon underlying fund or a single direct or co-investment opportunity. In addition, the Pantheon underlying funds may invest exclusively or primarily in a particular asset type or category, which may reduce the overall diversification of the Fund’s portfolio and potentially increase risk.

Lack of liquidity: Pantheon underlying funds and their respective investments may from time to time become less liquid, leading to valuation losses on the investments making it difficult to acquire or dispose of them at prices the Portfolio Manager considers to be fair value. Liquidation of portions of the Fund’s portfolio under these circumstances could produce realised losses. The size of the Fund’s positions may magnify the effect of a decrease in market liquidity for such instruments. Settlement of transactions may be subject to delay and uncertainty. The Fund is generally expected to invest a substantial portion of its assets in illiquid fund interests in the underlying Pantheon funds. Currently, there is generally no public trading market for such interest and a disposal by the Fund of such interests on demand or at a time the Portfolio Manager does not consider to be suitable may adversely impact the Fund’s ability to realise such interests for their full value. Redemptions will be offered during the first twelve months of the subscription date.

Illiquid investments: Investment in the Fund requires a long-term commitment, with no certainty of return. The Fund’s investments are expected to be predominantly illiquid and there can be no assurance that the Fund will be able to generate returns for shareholders, that the returns will be commensurate with the risks of investing in the type of transactions and investments described in the Prospectus or that the Portfolio Manager’s methodology for evaluating risk-adjusted return profiles for investments will achieve the Fund’s objectives. An investor must have the financial ability to understand and the willingness to accept the extent of its exposure to the risks and lack of liquidity inherent in an investment in the Fund.
Leverage: The use of leverage magnifies both the favourable and unfavourable effects of price movements in the Fund’s investments. The leveraged capital structures of such Pantheon underlying funds and their investments will increase their (and thus the Fund’s) exposure to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the affected companies or their industries.
Multiple levels of fees and expenses: In addition to the direct fees, costs and expenses borne by the Fund, the Fund may also bear its pro rata share of certain fees, costs and expenses incurred directly or indirectly by Pantheon funds and/or direct co-investments in which the Fund invests (including organisational and operating expenses). These various levels of fees, costs and expenses will be charged whether or not the performance of the Fund generates positive returns. As a result, the Fund, and indirectly the Fund’s investors, may bear multiple levels of expenses, which in the aggregate could exceed the expenses which would typically be incurred by an investment in a single fund investment.

Secondary market purchases: The overall performance of the Fund’s secondary market purchases of existing interests in established portfolio funds will depend in large part on the acquisition price paid, which may be negotiated based on incomplete or imperfect information. Certain such secondary investments may be purchased as a portfolio, and in such cases the Fund may not be able to carve out from such purchases those investments that the Portfolio Manager considers less attractive. Where the Fund acquires a portfolio fund interest as a secondary investment, (i) the Fund will generally not have the ability to modify or amend such portfolio fund’s governing documents or otherwise negotiate the economic terms of the interests being acquired and (ii) the Fund may acquire contingent liabilities associated with such interest. The Fund may acquire secondary investments as a member of a purchasing syndicate, so could be exposed to additional risks including, among other things, counterparty risk, reputation risk, breach of confidentiality by a syndicate member, and execution risk.

Conflicts: Investors should be aware that there will be situations where the Portfolio Manager and its affiliates may encounter conflicts of interest in connection with the Fund’s investment activities and these should be carefully considered before making an investment in the Fund. The Portfolio Manager has established and implemented a conflict of interest policy which deals with, among other things, the identification of circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of the Fund or the investors.

Investors’ rights include economical rights such as redemption rights and profit rights, but also rights to fair information and equal treatment, as well as complaints rights and the right to participate in general meetings of shareholders if the investor is registered under her or his own name in the register of shareholders of Pantheon Global Private Equity Fund, a sub-fund of Pantheon Private Markets SICAV SA.

KEY TEAM MEMBERS

Meet the team

Jeff Miller

Partner, Co-Head of Investment, San Francisco

Susan Long McAndrews

Partner, San Francisco

Victor Mayer

Managing Director, London

Shaha Miah

Principal, London
Meet the team

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Quarterly redemptions subject to 5% limit of total NAV of the vehicle.

Important Disclosures

Interests in Pantheon Global Private Equity Fund, a sub-fund of Pantheon Private Markets SICAV SA Fund (the “Fund”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the applicable securities laws of any United States state or any non-United States jurisdiction. The interest in the Fund may not be offered, sold or delivered directly or indirectly in the United States or to or for the account or benefit of any “U.S. Person” except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state laws. As such, any “U.S. Person” may not receive and should not act or rely on this page or any other materials related to the Fund.

The information contained in this page is being made available solely for information purposes. Any potential investors are urged to carefully read the applicable Prospectus and other materials in their entirety before making an investment decision.

Any potential investors should conduct their own investigations and analysis of Pantheon, the Fund and the information set forth in the applicable Prospectus and other materials. Nothing in this page or the other applicable materials should be construed as a recommendation to invest in any securities or as legal, accounting or tax advice. Before making any decision to invest in the Fund, potential investors should carefully review information relating to Pantheon and the Fund and consult with their own legal, accounting, tax and other advisors when considering the merits of any investment.

CONNECT
WITH US

For more information or to speak to a member of the team, please email us at pgpe@pantheon.com.

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