Keystone Positive Cg - Scheme of Reconstruction

Keystone Positive Change Investment Trust

30/09/2024 07:00

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RNS Number : 0920G  Keystone Positive Change I.T. PLC  30 September 2024

30 September 2024

 

Keystone Positive Change Investment Trust plc (KPC) ("Keystone" or the
"Company")

 

Legal Entity Identifier: 5493002H3JXLXLIGC563

 

 

Intention to propose a scheme of reconstruction

 

On 9 September 2024 the Company announced that the Board had concluded,
notwithstanding its confidence in the long-term prospects for Baillie
Gifford's "Positive Change" strategy adopted by the Company in early 2021,
that the interests of Shareholders may be best served by implementing a
transaction in the near term.

 

Having considered additional feedback from Shareholders, and the Company's
options to retain exposure to a global impact strategy, the Board today
announces it has decided to propose a scheme of reconstruction and winding-up
of the Company (the "Scheme") under which Shareholders will have the option to
receive shares in the Baillie Gifford Positive Change Fund, an FCA authorised
open-ended investment company with assets of c.£1.8bn, or an uncapped cash
exit at a modest discount to the formula asset value (the "FAV") calculated
for the purposes of the Scheme.

 

Karen Brade, Chair, commented:

 

"The Board retains a high degree of conviction in the Positive Change strategy
and believes it is well suited to the investment trust structure which enables
the Managers to access the significant impact opportunities available from
committing primary capital to private companies and investing in less liquid
public companies. However, we recognise that the Company has not received
sufficient support from Shareholders to allow the strategy the time needed to
play out over the period to the February 2027 continuation vote that we
recently introduced. The Board has therefore reluctantly agreed to propose the
Scheme, which will provide Shareholders with an opportunity to continue their
investment through the rollover option."

 

The Board reiterates its previous statement that the Scheme would need to take
into account the illiquidity of the Company's five private company
investments, which comprised c.4.3% of the portfolio as at 31 August 2024. The
Board has been advised that these investments are unlikely to be realisable
within the timeframe of the Scheme and that, if this proves correct, their
value would not be incorporated in the FAV with the unrealised investments
instead being carried forward into the winding-up and with any net proceeds
received from the realisation of these investments being distributed to all
Shareholders at a later date.

 

The City Code on Takeovers and Mergers is not expected to apply to the Scheme.

 

It is expected that the Scheme will take effect during the first quarter of
2025. A further announcement will be made in due course.

 

Given the Company's circumstances, it has regrettably been agreed that Ranjan
Ramparia will not as previously announced be appointed as a non-executive
Director. The Board thanks Ranjan for her engagement with the Company.

 

For further information please contact:

 

Karen Brade, Keystone Chair

Email: trustenquiries@bailliegifford.com

 

Nathan Brown / Matt Goss, Deutsche Numis

Tel: 020 7260 1426/1642

 

Naomi Cherry / Alex Blake, Baillie Gifford

Tel: 0131 275 2000

 

Jonathan Atkins, Director, Four Communications

Tel: 0203 920 0555 or 07872 495396

 

 

 

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