REG - Keystone Positive Cg - Response to Requisition of a General Meeting

Keystone Positive Change Investment TrustAnnouncement

18/12/2024 18:00

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RNS Number : 6582Q  Keystone Positive Change I.T. PLC  18 December 2024

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.

Keystone Positive Change Investment Trust plc

Legal Entity Identifier: 5493002H3JXLXLIGC563

18 December 2024

 

Response to requisition of a General Meeting

The Board of Keystone Positive Change Investment Trust ("KPC" or the
"Company"), together with its advisers, are reviewing the requisition notice
(the "Notice of Requisition") received this morning from Saba Capital
Management, L.P. ("Saba") (via Barclays Capital Securities Client Nominee
Limited) seeking to convene a general meeting of the Company (the "Requisition
GM"). The Notice of Requisition requests that, at the Requisition GM, Ordinary
Shareholders of the Company consider and vote on ordinary resolutions to
remove the Company's five independent non-executive directors and appoint Paul
Kazarian and John Karabelas as directors of the Company. The Notice of
Requisition also indicates that Saba intends to vote against the Scheme (as
defined below).

With respect to the Notice of Requisition, the Board recommends that
Shareholders take no action and await further announcement from the Company,
which will be made in due course.

The Board remains confident in the long term prospects for Baillie Gifford's
"Positive Change" strategy, which seeks to generate attractive long term
capital returns and to contribute towards a more sustainable and inclusive
world. Notwithstanding this conviction, on 9 September 2024 the Board
announced that it had concluded that the interests of Shareholders as a whole
may be best served by implementing a transaction in the near term to address
the size of the Company, the low liquidity in the Company's shares and the
discount at which they had been trading, while enabling Ordinary Shareholders
to retain exposure to a global impact strategy if they wish.

On 30 September 2024 the Company confirmed that, following Shareholder
feedback, it would undertake a scheme of reconstruction and members' voluntary
winding-up of the Company under section 110 of the Insolvency Act 1986 (the
"Scheme"). As set out in the circular published by the Company on 6 December
2024 (the "Circular"), under the Scheme each Ordinary Shareholder will be
entitled to receive, in respect of all or part of their holding of Ordinary
Shares, new shares in the Baillie Gifford Positive Change Fund (an FCA
authorised open-ended investment company) and/or an uncapped cash exit
(subject to the Cash Option Discount of 1 per cent. to the Residual NAV per
Ordinary Share).

Implementation of the Scheme remains subject to a number of conditions,
including Shareholder approval of the Resolutions to be proposed at the
Ordinary Shareholders' Class Meeting and the First General Meeting, which are
both to be held on 27 January 2025, and the Second General Meeting, which is
to be held on 7 February 2025.

The Board reiterates its recommendation that shareholders vote in favour of
the Scheme which it believes is in the best interest of shareholders as a
whole.

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

For further information please contact:

 

Investors:

Deutsche Numis

Nathan Brown

Tel: 020 7260 1426

 

Matt Goss

Tel: 020 7260 1642

 

Keystone Chair

Karen Brade

Email: trustenquiries@bailliegifford.com
(mailto:trustenquiries@bailliegifford.com)

 

Baillie Gifford & Co

Naomi Cherry

Tel 0131 275 2000

 

Important Information

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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