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
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
