REG - Keystone Positive Cg - Reconvening the Scheme Meetings and convening AGM

Keystone Positive Change Investment TrustAnnouncement

19/02/2025 14:45

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RNS Number : 7455X  Keystone Positive Change I.T. PLC  19 February 2025

 

19 February 2025

 

Keystone Positive Change Investment Trust plc

 

Legal Entity Identifier: 5493002H3JXLXLIGC563

 

Publication of a circular reconvening the Scheme Meetings and convening the
Annual General Meeting

 

On 10 February 2025, the Board of Keystone Positive Change Investment Trust
plc (the "Company") announced that it was relaunching the proposed scheme of
reconstruction and members' voluntary winding-up of the Company under section
110 of the Insolvency Act 1986 (the "Scheme"), which had been postponed
pending the outcome of the resolutions, put forward on behalf of Saba Capital
Management, L.P., to be considered by Shareholders at the requisitioned
general meeting on 3 February 2025 (the "Requisitioned General Meeting").

After the resolutions put forward at the Requisitioned General Meeting were
defeated on a poll, the Company announced that the Board had re-engaged with a
number of major Shareholders to seek support for the Scheme and  had received
unanimous indications of support for the resolutions necessary to implement
the Scheme.

 

Accordingly, the Board of the Company is pleased to announce that it has today
published a circular (the "Circular") formally reconvening the adjourned
Ordinary Shareholders' Class Meeting, First General Meeting and Second General
Meeting required to be held to implement the Scheme (together the "Adjourned
Shareholder Meetings").

 

Adjourned Shareholder Meetings and the AGM

 

Notices of the adjourned: (i) Ordinary Shareholders' Class Meeting reconvened
for 9.00 a.m. on 17 March 2025; (ii) First General Meeting reconvened for 9.15
a.m. on 17 March 2025 (or as soon thereafter as the Ordinary Shareholders'
Class Meeting has concluded or been adjourned); and (iii) Second General
Meeting reconvened for 2.00 p.m. on 28 March 2025 are contained within the
Circular. The Adjourned Shareholder Meetings will each be held at the offices
of Deutsche Numis, 45 Gresham Street, London EC2V 7BF.

 

In the event that Shareholders do not approve the Scheme proposals and/or any
of the other conditions to the Scheme are not satisfied, the Scheme will not
be implemented and the Company will be required to hold its annual general
meeting (the "AGM") by 31 March 2025 in accordance with the Companies Act.
Accordingly, the Circular also contains notice of the AGM to be held at 2.15
p.m. on 28 March 2025 (or as soon thereafter as the Second General Meeting has
concluded or been adjourned) at the offices of Deutsche Numis, 45 Gresham
Street, London EC2V 7BF. However, in the event that the Scheme proposals
become effective, the Company will enter into members' voluntary liquidation,
the AGM resolutions will not be proposed and the AGM will be adjourned
indefinitely.

 

Overview of the Scheme proposals

 

Pursuant to the Scheme proposals, which are conditional upon, among other
things, the approval of Shareholders at the Adjourned Shareholder Meetings,
each Ordinary Shareholder on the Register on the Record Date (save for any
Excluded Shareholder) will be entitled to elect to receive, in respect of some
or all of their Ordinary Shares, New BGPC Shares in the Baillie Gifford
Positive Change Fund (a sub-fund of Baillie Gifford Investment Funds ICVC, an
FCA-authorised open-ended investment company with variable capital) and/or an
uncapped cash exit (subject to the Cash Option Discount of 1.0 per cent. to
the Residual NAV per Ordinary Share).

 

Full details of the Scheme proposals are contained in the circular published
by the Company on 6 December 2024 (the "Scheme Circular") available at
www.keystonepositivechange.com. The full terms and conditions of the Scheme
proposals described in the Scheme Circular continue to apply subject to the
revised timetable set out in the Circular published today.

 

Action to be taken

 

The Board encourages all Shareholders, and investors owning shares through
retail platforms, both to vote in respect of the Adjourned Shareholder
Meetings and to consider the Election options available pursuant to the
Scheme.

 

Details of the actions to be taken by registered Shareholders and platform
investors who have not yet voted and/or lodged an Election in respect of the
Scheme are set out in the Circular which will be posted to registered
Shareholders and made available on the Company's website at
www.keystonepositivechange.com (http://www.keystonepositivechange.com) .

 

Votes and Elections already lodged by registered Shareholders with the
Company's registrar remain valid for the purposes of the Adjourned Shareholder
Meetings and the Scheme, and the Company understands that votes and Elections
lodged by retail platform investors with their platforms will similarly remain
valid (although platform investors should be aware that their specific
provider may have taken a different approach).

 

The Board also encourages all Shareholders, and investors owning shares
through retail platforms, to vote in respect of the resolutions to be
considered at the AGM (however, in the event that the Scheme proposals become
effective, the Company will enter into members' voluntary liquidation, the AGM
resolutions will not be proposed and the AGM will be adjourned indefinitely).

 

The expected timetable of events is set out below.

 

For further information please contact:

 

Deutsche Numis

Nathan Brown

Tel: 020 7260 1426

Matt Goss

Tel: 020 7260 1642

 

Baillie Gifford & Co

Naomi Cherry

Tel 0131 275 2000

 

 

Expected timetable

 

 Latest time and date for receipt of the KYC Application Form                    1.00 p.m. on 6 March 2025
 Latest time and date for receipt of GREEN Forms of Proxy, electronic proxy      9.00 a.m. on 13 March 2025
 instructions and CREST voting instructions in respect of the adjourned
 Ordinary Shareholders' Class Meeting
 Latest time and date for receipt of PINK Forms of Proxy, electronic proxy       9.15. a.m. on 13 March 2025
 instructions and CREST voting instructions in respect of the adjourned First
 General Meeting
 Latest time and date for receipt of the Forms of Election and TTE Instructions  1.00 p.m. on 13 March 2025
 Latest time and date for completion of KYC Checks                               1.00 p.m. on 13 March 2025
 Adjourned Ordinary Shareholders' Class Meeting                                  9.00 a.m. on 17 March 2025
 Adjourned First General Meeting                                                 9.15 a.m. on 17 March 2025 (or as soon thereafter as the adjourned Ordinary
                                                                                 Shareholders' Class Meeting has concluded or been adjourned)
 Record Date for Ordinary Shareholder entitlements under the Scheme              6.00 p.m. on 17 March 2025
 Calculation Date for the Scheme                                                 market close on 17 March 2025
 Ordinary Shares disabled in CREST                                               6.00 p.m. on 17 March 2025
 Suspension of trading in Ordinary Shares                                        7.30 a.m. on 18 March 2025
 Latest time and date for receipt of BLUE Forms of Proxy, YELLOW Forms of        2.00 p.m. on 26 March 2025
 Proxy, electronic proxy instructions and CREST voting instructions in respect
 of the adjourned Second General Meeting
 Latest time for receipt of WHITE Forms of Proxy, electronic proxy instructions  2.15 p.m. on 26 March 2025
 and CREST voting instructions in respect of the Annual General Meeting
 Reclassification of the Ordinary Shares                                         8.00 a.m. on 27 March 2025
 Record Date for Preference Shareholder entitlements under the Scheme            6.00 p.m. on 27 March 2025
 Suspension of dealings in Reclassified Shares and the Register closes           7.30 a.m. on 28 March 2025
 Suspension of dealings in Preference Shares and the Register closes             7.30 a.m. on 28 March 2025
 Adjourned Second General Meeting                                                2.00 p.m. on 28 March 2025
 Annual General Meeting*                                                         2.15 p.m. on 28 March 2025 (or as soon thereafter as the adjourned Second
                                                                                 General Meeting has concluded or been adjourned)*
 Appointment of the Liquidators                                                  28 March 2025
 Effective Date and Transfer Agreement executed and implemented                  28 March 2025
 Announcement of Elections under the Scheme, the Residual NAV, the Cash Pool     28 March 2025
 FAV per Ordinary Share, the Rollover Pool FAV and the number of New BGPC
 Shares to be issued pursuant to the Scheme
 New BGPC Shares issued pursuant to the Scheme                                   28 March 2025
 First day of dealing in New BGPC Shares                                         31 March 2025
 Contract notes expected to be despatched in respect of New BGPC Shares issued   week commencing 31 March 2025
 pursuant to the Scheme
 Cheques expected to be despatched and CREST payments made to Ordinary           week commencing 7 April 2025
 Shareholders in respect of the Cash Option
 Cheques expected to be despatched to Preference Shareholders                    week commencing 7 April 2025
 Cancellation of listing of Reclassified Shares                                  as soon as practicable after the Effective Date

 Note: All references to time in this announcement are to UK time. Each of the
 times and dates in the above expected transaction timetable (other than in
 relation to the Adjourned Shareholder Meetings and/or the AGM) may be extended
 or brought forward. If any of the above times and/or dates change, the revised
 time(s) and/or date(s) will be notified to Shareholders by an announcement
 through a Regulatory Information Service.

 * In the event that Shareholders do not approve the Scheme proposals and/or
 any of the other conditions to the Scheme are not satisfied, the Scheme will
 not be implemented and the Company will be required to hold its annual general
 meeting by 31 March 2025 in accordance with the Companies Act. However, in the
 event that the Proposals become effective, the Company will enter into
 members' voluntary liquidation, the AGM Resolutions will not be proposed and
 the AGM will be adjourned indefinitely.

 

 

Important Information

Capitalised terms used in this announcement have the meaning as defined in the
Circular, unless otherwise defined in this announcement.

 

The person responsible for arranging for the release of this announcement on
behalf of the Company is Baillie Gifford & Co Limited, the Company
Secretary.

 

END

 

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