REG - Keystone Positive Cg - Results of Meetings Adjourned from 27 January 2025

Keystone Positive Change Investment TrustAnnouncement

17/03/2025 14:00

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RNS Number : 9808A  Keystone Positive Change I.T. PLC  17 March 2025

For immediate release.

17 March 2025

 

Keystone Positive Change Investment Trust plc (KPC)

 

Legal Entity Identifier: 5493002H3JXLXLIGC563

 

Results of Adjourned Ordinary Shareholders' Class Meeting and

Adjourned First General Meeting

 

Results of the Meetings

 

In connection with the proposals for the scheme of reconstruction and members'
voluntary winding-up of Keystone Positive Change Investment Trust plc (the
"Company") under section 110 of the Insolvency Act 1986 (the "Scheme"), the
Board is pleased to announce that the Resolutions which were put forward at
the Adjourned Ordinary Shareholders' Class Meeting and Adjourned First General
Meeting held today, and were each voted on by way of a poll, have been
approved by Shareholders.

 

The results of the polls were as follows:

 

Adjourned Ordinary Shareholders' Class Meeting

 

 RES.                                                                          VOTES FOR (INCLUDING DISCRETIONARY)  %      VOTES AGAINST  %     VOTES TOTAL  % ISC REPRESENTED BY TOTAL VOTES CAST((1))  VOTES WITHHELD((2))

 NO.
 To approve a variation of rights attached to the Ordinary Shares under the    3,384,736                            98.88  38,398         1.12  3,423,134    57.9                                        3,929
 Company's Articles to enable the reclassification of the Ordinary Shares in
 order to give effect to Elections made under the Scheme.

 

 

Adjourned First General Meeting

 

 RES.                                                                            VOTES FOR (INCLUDING DISCRETIONARY)  %      VOTES AGAINST  %     VOTES TOTAL  % ISC REPRESENTED BY TOTAL VOTES CAST((1))  VOTES WITHHELD((2))

 NO.
 1. To approve the reclassification of the shares in the capital of the Company  3,521,095                            98.81  42,384         1.19  3,563,479    60.3                                        5,647
 as shares with "A" rights and shares with "B" rights and to approve changes
 required to the Company's Articles.
 2. To approve the Scheme; further amend the Company's articles of association   3,522,668                            98.81  42,514         1.19  3,565,182    60.3                                        3,943
 in order to implement the Scheme; and to instruct the Liquidators to give
 effect to the Scheme.

 

((1)) The number of Ordinary Shares in issue as at the voting record time of
6.00 p.m. on 13 March 2025 (the "Voting Record Time") was 67,593,995.  The
Company holds 8,476,508 ordinary shares in treasury. Therefore, the total
voting rights in the Company as at the Voting Record Time were 5,911,748 votes
(representing 59,117,487 Ordinary Shares, carrying one vote for every ten
Ordinary Shares held). The 250,000 5 per cent. cumulative Preference Shares of
£1.00 each carried no voting rights at either the Adjourned Ordinary
Shareholders' Class Meeting or the Adjourned First General Meeting.

 

((2)) A 'vote withheld' is not a vote in law and has not been counted as a
vote "for" or "against" a Resolution.

 

The results of the polls will also be published on the Company's website:
www.keystonepositivechange.com.  (http://www.keystonepositivechange.com)

 

Results of Elections

 

The results of the Elections made in connection with the Scheme will be
announced as soon as practicable (expected tomorrow morning) and will also be
published on the Company's website: www.keystonepositivechange.com.

Further information

The Ordinary Shares will be disabled for settlement in CREST from 6.00 p.m. on
17 March 2025 and trading will be suspended from 7.30 a.m. on 18 March 2025.
Following the reclassification of the Ordinary Shares on 27 March 2025, the
Reclassified Shares will be suspended from listing at 7.30 a.m. on 28 March
2025.

The full text of the Resolutions can be found in the notice of Adjourned
Ordinary Shareholders' Class Meeting and Adjourned First General Meeting
contained in the Company's circular to Shareholders dated 19 February 2025
(the "Circular"). The Circular, and the Scheme Circular, are available for
viewing at the National Storage Mechanism which can be located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website at www.keystonepositivechange.com.
(http://www.keystonepositivechange.com)

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

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

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

 

 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
 Announcement of Elections under the Scheme                                      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 the Residual NAV, the Cash Pool FAV per Ordinary Share, the     28 March 2025
 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 Second General Meeting) 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.

 

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