Keystone Positive Change Investment
Trust plc (KPC)
ISS recommends shareholders vote
"AGAINST" the Saba Resolutions
Keystone Positive Change Investment Trust plc
("KPC" or "the Company") notes the publication of the voting
recommendation from ISS, the independent proxy advisor, in relation
to the Company's general meeting to be held on 3 February 2025 at
12 noon (the "General Meeting").
ISS recommends that KPC shareholders vote
"AGAINST" all the proposed
Requisitioned Resolutions at the General Meeting on 3 February
2025.
ISS states that Saba Capital has not presented
a compelling case for change, let alone a case for a majority
position on the Board and a strategy overhaul. ISS also states that
it does not appear that Saba's proposals will yield a superior
alternative for shareholders than the full cash exit or
tax-efficient rollover option already proposed by KPC.
This follows the recommendation from Glass
Lewis, the independent proxy advisor, who also recommended
shareholders VOTE AGAINST
the Requisitioned Resolutions.
The recommendation is consistent with the
unanimous recommendation of the KPC independent board of
directors.
Karen Brade,
Chair of Keystone Positive Change, said:
"ISS has joined Glass Lewis and the Board in
recommending that shareholders VOTE AGAINST all of Saba's resolutions.
No one is fooled by Saba's plot for control.
"We are pleased that ISS supports the view that
the Saba proposals do not offer a better alternative to KPC
shareholders than the full cash exit or tax-efficient rollover
option that has already been proposed by the independent board. Now
shareholders must come out and vote. Only a massive turnout of
Keystone shareholders voting AGAINST will allow us to implement this
plan and stop Saba seizing control of the Company."
YOUR VOTE
IS VERY IMPORTANT. The
Requisitioned Resolutions are each being proposed as ordinary
resolutions. This means that they only require more than 50 per
cent of the votes cast to be
voted in favour in order to pass. Saba has declared interests in
approximately 28 per cent. of the Company's issued Ordinary Share
capital. Therefore, the Board believes that other shareholders
representing at least 30 per
cent. of the Company's issued Ordinary Share capital are required
to VOTE
AGAINST the Requisitioned Resolutions in order to
ensure they are blocked. FAILURE TO TAKE ACTION MAY LEAD TO SABA TAKING
CONTROL OF YOUR COMPANY.
How to vote
The General Meeting to vote on the
Requisitioned Resolutions will be held at the offices of
Deutsche Numis, 45 Gresham Street, London EC2V 7BF on 3 February
2025 at 12 noon.
Investors who hold their Ordinary Shares
through an investment platform provider or nominee are encouraged
to contact their investment platform provider or nominee as soon as
possible to arrange for VOTES
AGAINST each of the Requisitioned Resolutions to be
lodged on their behalf. Further information on how to vote through
platforms can be found at the following link: https://www.theaic.co.uk/how-to-vote-your-shares
If shareholders have any questions as to how
they can arrange for their investment platform provider or nominee
to VOTE
AGAINST each of the Requisitioned Resolutions or would
like guidance on this process, they should email the Company's
proxy solicitation agent at keystone@georgeson.com.
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
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, unless the
context otherwise requires.
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.
Legal Entity Identifier:
5493002H3JXLXLIGC563
Regulated Information Classification:
Additional regulated information required to be disclosed under
applicable laws
Baillie Gifford & Co
Limited
Company Secretaries
24 January
2025
