REG - Keystone Positive Cg - Result of Requisitioned General Meeting

Keystone Positive Change Investment TrustAnnouncement

03/02/2025 15:30

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RNS Number : 7168V  Keystone Positive Change I.T. PLC  03 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

3 February 2025

 

Keystone Positive Change Investment Trust plc

 

LEI: 5493002H3JXLXLIGC563

Result of Requisitioned General Meeting

 

The Board of Keystone Positive Change Investment Trust plc (the "Company") is
pleased to announce that Requisitioned Resolutions 1 to 7 put forward at the
general meeting of the Company held earlier today (the "Requisitioned General
Meeting") were defeated on a poll.

 

Over 60 per cent. of the votes cast were against Saba's Requisitioned
Resolutions. Excluding the votes Saba cast in favour of its own Requisitioned
Resolutions (representing 1,650,762 votes and approximately 38.87 per cent. of
the votes cast), only a further 33,845 votes, representing just 0.80 per cent.
of the votes cast, were voted in favour of the Requisitioned
Resolutions.((1)(2))

 

As a result, the Company's five, independent non-executive Directors remain on
the Board and will immediately refocus their efforts on delivering a full cash
exit for Shareholders in line with the proposals announced by the Board prior
to the requisition.

 

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

 

"I would like to thank all the shareholders who stood up to vote in support of
the Board's recommendation. Of the votes cast, nearly 99 per cent. of the
non-Saba shareholders rejected its proposals."((1)(2))

 

"Now our focus returns to delivering the proposed Scheme that offers an
uncapped cash exit and/or a rollover into a more liquid fund with a similar
global impact strategy. We are confident that this remains in the best
interests of shareholders."

 

"The Board intends to re-engage with stakeholders without delay in order to
implement this Scheme as soon as practicable."

 

All of the Requisitioned Resolutions were voted on by way of a poll and the
results are shown in the table below.

 

Results of the meeting

 

 Ordinary resolutions                                                 VOTES FOR                   VOTES FOR                                           VOTES AGAINST***              TOTAL VOTES                          VOTES WITHHELD****

                                                                                                  (Excluding Ordinary Shares voted by Saba)((2))
              Number*                                                 % of votes cast**  Number*  % of votes cast**         Number*                   % of votes cast**  Number*    % of total voting rights**  Number*
 1            To remove Karen Brade as a director of the Company      1,684,607          39.67    33,845                    0.80                      2,561,767          60.33      4,246,374                   71.83    1,010
 2            To remove Ian Armfield as a director of the Company     1,676,206          39.47    25,444                    0.60                      2,570,276          60.53      4,246,482                   71.83    902
 3            To remove William Kendall as a director of the Company  1,675,206          39.45    24,444                    0.58                      2,571,276          60.55      4,246,482                   71.83    902
 4            To remove Katrina Hart as a director of the Company     1,675,797          39.46    25,035                    0.59                      2,570,685          60.54      4,246,482                   71.83    902
 5            To remove Andrew Fleming as a director of the Company   1,676,356          39.48    25,594                    0.60                      2,570,018          60.52      4,246,374                   71.83    1,010
 6            To appoint John Karabelas as a director of the Company  1,675,167          39.46    24,405                    0.57                      2,570,345          60.54      4,245,512                   71.81    1,871
 7            To appoint Paul Kazarian as a director of the Company   1,675,082          39.46    24,320                    0.57                      2,570,429          60.54      4,245,511                   71.81    1,871

* Under the Company's articles of association, a holder of Ordinary Shares is
entitled to one vote per £1 of nominal issued Ordinary Share capital held
(that is, one vote for every 10 Ordinary Shares held).

** Rounded to two decimal places.

*** Includes discretionary votes.

**** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the relevant
Requisitioned Resolution.

 

Shareholders are entitled to one vote per £1 of nominal Ordinary Share
capital held (that is, one vote for every 10 Ordinary Shares held) as at the
voting record time for the Requisitioned General Meeting. Where Shareholders
appointed the Chair of the Requisitioned General Meeting as their proxy with
discretion as to voting, their votes were cast against all Requisitioned
Resolutions and their Ordinary Shares have been included in the "votes
against" column.

 

The Company had 59,117,487 Ordinary Shares of 10 pence each in issue at the
voting record time for the Requisitioned General Meeting. The total voting
rights in the Company for the purpose of the Requisitioned General Meeting
comprised 5,911,748 votes.

 

The Board has appointed Civica Election Services as independent assessor to
report on the poll held at the Requisitioned General Meeting in respect of
each of the Requisitioned Resolutions.

 

The full text of the Requisitioned Resolutions is contained in the Notice of
Requisitioned General Meeting contained in the Circular. The Circular is
available for viewing on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website at www.bailliegifford.com/KeystonePositiveChange-SabaDefence.

 

For further information please contact:

 

Deutsche Numis (Financial Advisor and Corporate Broker)

Nathan Brown

Tel: 020 7260 1426

 

Baillie Gifford & Co (Investment Manager)

Naomi Cherry

Tel: 0131 275 2000

 

Greenbrook Advisory (PR Advisor)

Rob White, Peter Hewer and Ksenia Galouchko

Tel: 020 7952 2000

Email: KeystonePositiveChange@greenbrookadvisory.com
(mailto:KeystonePositiveChange@greenbrookadvisory.com)

 

 

Important information

 

Capitalised terms used throughout this announcement shall have the meanings
ascribed to them in the circular published by the Company on 6 January 2025
(the "Circular"), unless the context otherwise requires.

 

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.

 

Neither the content of the websites referred to in this announcement, nor the
content of any other website accessible from hyperlinks on such websites, is
incorporated into, or forms part of, this announcement.

 

((1)) Figures used are representative of the votes cast on Resolution 1.

((2)) Saba's latest publicly disclosed holding (as at 6 January 2025) was
17,546,997 Ordinary Shares, representing 1,754,699 votes and 29.68 per cent.
of the Company's total voting rights as at the voting record time for the
Requisitioned General Meeting, though the Board believes only 16,507,624
Ordinary Shares, representing 1,650,762 votes and 27.92 per cent. of the
Company's total voting rights, were voted by or on behalf of Saba.

 

 

Baillie Gifford & Co Limited

Company Secretary

3 February 2025

 

 

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