REG - Keystone Positive Cg - Relaunch of the Scheme

Keystone Positive Change Investment TrustAnnouncement

10/02/2025 13:30

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RNS Number : 5583W  Keystone Positive Change I.T. PLC  10 February 2025

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

For immediate release.

10 February 2025

 

Keystone Positive Change Investment Trust plc

 

Legal Entity Identifier: 5493002H3JXLXLIGC563

 

Relaunch of the Scheme

 

 

On 27 January, the Board of Keystone Positive Change Investment Trust plc (the
"Company") announced that the Shareholder meetings scheduled to be held that
day, in connection with the proposed scheme of reconstruction and members'
voluntary winding-up of the Company under section 110 of the Insolvency Act
1986 (the "Scheme"), had been formally adjourned 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").

 

On 3 February 2025, the resolutions put forward at the Requisitioned General
Meeting were defeated on a poll.

 

Following the Requisitioned General Meeting, the Board has re-engaged with a
number of major Shareholders to seek support for the Scheme. The Board is
pleased to announce that it has received unanimous indications of support for
the resolutions necessary to implement the Scheme.

 

Accordingly, the Board intends to publish a circular reconvening the Ordinary
Shareholders' Class Meeting, the First General Meeting and the Second General
Meeting required to be held to implement the Scheme (together the "Adjourned
Shareholder Meetings") as soon as practicable.

 

Karen Brade, Chair of Keystone Positive Change Investment Trust plc,
commented:

 

"We are pleased to offer the existing Scheme in line with the wishes of
shareholders as a whole. The Scheme offers an uncapped cash exit or a rollover
into a fund with a similar strategy. We remain confident that this is in the
interest of all shareholders.

 

Meetings to approve and implement the Scheme will be reconvened with the aim
of distributing cash in April to shareholders who opt for the cash exit.

 

Shareholders who have already voted and made elections in respect of the
Scheme need take no further action. Those who have yet to vote are encouraged
to do so.

 

Once again, I would like to thank shareholders for their support and
engagement."

 

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 all
or part of their holding of 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 are contained in the circular published by the
Company on 6 December 2024 (the "Scheme Circular") available at
www.keystonepositivechange.com (http://www.keystonepositivechange.com) .
Subject to the revised timetable to be set out in the circular formally
reconvening the Adjourned Shareholder Meetings, the terms and conditions of
the Scheme shall remain in full force and effect.

 

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 will be set out in a circular which will be posted to registered
Shareholders, and published on the Company's website, as soon as practicable.

 

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 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

 

Greenbrook Advisory

Rob White, Peter Hewer and Ksenia Galouchko

Tel: 020 7952 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
 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
 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
 Note: All references to time in this announcement are to UK time. Each of the
 times and dates in the above expected transaction timetable are provisional
 and subject to potential amendment in the Company's circular reconvening the
 Adjourned Shareholder Meetings. 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.

 

 

Important Information

 

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

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain. 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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