Annual Financial Report

Keystone Positive Change I.T. PLC

06 December 2024

 

Keystone Positive Change Investment Trust plc ('KPC')

Legal Entity Identifier: 5493002H3JXLXLIGC563

Regulated Information Classification: Annual Financial and Audit Reports

Annual Report and Financial Statements

Further to the preliminary statement of audited annual results announced to the Stock Exchange on 27 November 2024, Keystone Positive Change Investment Trust plc ("the Company") announces that the Company's Annual Report and Financial Statements for the year ended 30 September 2024 has today been posted to shareholders and submitted electronically to the National Storage Mechanism where it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

It is also available on the Company's page of the Baillie Gifford website at: www.keystonepositivechange.com (as is the preliminary statement of audited annual results announced by the Company on 27 November 2024).

It should be noted that no Notice of Annual General Meeting is contained within the Annual Report and Financial Statements and that today a Shareholder Circular in respect of a Scheme of Reconstruction has also been posted to shareholders and submitted electronically to the National Storage Mechanism, further details of which are contained in the announcement released 07.00 a.m. this morning. Proposed amendments to the Company's Articles of Association in relation to administrative requirements of, and contingent on Shareholder approval of, the Scheme are set out in the Circular, and the Articles reflecting those proposed amendments will be submitted to the National Storage Mechanism and published on the Company's website today.

Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements

Each of the Directors, whose names and functions are listed within the Directors and Management section of the Annual Report and Financial Statements, confirm that, to the best of their knowledge:

¾    the Financial Statements, which have been prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', give a true and fair view of the assets, liabilities, financial position and net return of the Company;

¾    the Strategic Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces; and

¾    the Annual Report and Financial Statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.

Principal and Emerging Risks relating to the Company

As explained on pages 64 and 65 of the Annual Report and Financial Statements there is an ongoing process for identifying, evaluating and managing the risks faced by the Company on a regular basis. The Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those that threaten its business model, future performance, regulatory compliance, solvency or liquidity. A description of these risks and how they are being managed or mitigated is set out below.

The Board considers the impact of macroeconomic and geopolitical concerns to be factors which exacerbate existing risks, rather than discrete risks, within the context of an investment trust. Their impact is considered within the relevant risks.

What is the risk?	How is it managed?		Current assessment of risk
Financial Risk: The Company's assets consist mainly of listed securities and its principal and emerging financial risks are therefore market related and include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. An explanation of those risks and how they are managed is contained in note 19 to the Financial Statements.	In order to oversee this risk, the Board considers at each meeting the composition and diversification of the portfolio by impact theme and holding size, along with sales and purchases of investments. Individual investments are discussed with the investment managers together with their general views on the various investment markets and sectors. A strategy meeting is held annually. The Board has, in particular, considered the impact of macroeconomic and geopolitical concerns. The value of the Company's investment portfolio would be affected by any impact, positively or negatively, on sterling but such impact would be partially offset by the effect of exchange rate movements on the Company's US$ denominated borrowings.		This risk remains high due to market volatility as a result of heightened macroeconomic and geopolitical concerns.
What is the risk?	How is it managed?		Current assessment of risk
Investment strategy risk: Pursuing an investment strategy to fulfil the Company's objective which the market perceives to be unattractive or inappropriate, or the ineffective implementation of an attractive or appropriate strategy, may lead to reduced returns for shareholders and, as a result, a decreased demand for the Company's shares. This may lead to the Company's shares trading at a widening discount to their net asset value.	To mitigate this risk, the Board regularly reviews and monitors: the Company's objective and investment policy and strategy; the investment portfolio and its performance in terms of impact and shareholder returns; the level of discount/premium to net asset value at which the shares trade; and movements in the share register, and raises any matters of concern with the Managers. During the year, the Board sought enhanced performance analysis reports and metrics from the Managers, and provided additional challenge in portfolio discussions.		This risk remains high as the market's appetite for the innovative growth stocks typically held by the Company remains subdued, owing to macroeconomic and geopolitical concerns. Notwithstanding the Board's confidence in the long-term prospects of the investment strategy, the disappointing shareholder returns led the Board to conclude that the proposed Scheme of Reconstruction best served the interests of shareholders. This enables shareholders to choose between retaining an exposure to a global impact strategy or receiving a cash exit at a modest discount.
What is the risk?	How is it managed?		Current assessment of risk
Climate and governance risk: As investors continue to place emphasis on Environmental, Social and Governance ('ESG') issues, perceived inaction on ESG matters in an investee company could lead to that company's shares being less attractive to investors, adversely affecting its share price, in addition to potential valuation issues arising from any direct impact of the failure to address the ESG weakness on the operations or management of the investee company (for example a failure to identify a pathway to Net Zero or poor employment practices). Repeated failure by the Managers to identify ESG weaknesses in investee companies could lead to the Company's own shares being less attractive to investors, adversely affecting its own share price.	This is mitigated by the Managers' strong ESG stewardship and engagement policies, which have been endorsed by the Company, and which are fully integrated into the investment process, as well as the extensive up-front and ongoing due diligence which the Managers undertake on each investee company. This due diligence includes assessment of the risks inherent in climate change.		The Managers continue to employ strong ESG stewardship and engagement policies.
What is the risk?	How is it managed?		Current assessment of risk
Discount risk: The price at which the Company's shares trade relative to its net asset value can change. The risk of a widening discount is that it may undermine investor confidence in the Company and the wider investment trust sector, and attract arbitrageurs whose interests may not be aligned with those of long-term investors.	To manage this risk, the Board monitors the level of discount/ premium at which the shares trade and the reasons for movements in either direction. The Board has a range of options available to address widening discounts and/or premiums, including reviewing the investment strategy or marketing approach. The Company also has authority to buy back or issue shares when deemed by the Board to be in the best interests of the Company and its shareholders, and embarked on a programme of buybacks during the year. At the previous year end the Board also introduced a continuation vote to be held following five full years of the Positive Change strategy. During the year, the Chair and the Company's brokers met with shareholders to discuss their concerns, and in response to feedback proposed the Scheme of Reconstruction as set out in the Chair's Statement and Shareholder Circular.		The Company's discount narrowed during the year. The terms of the Scheme of Reconstruction offer shareholders the possibility of rolling their investment over into the Baillie Gifford Positive Change Fund at NAV or receiving a cash exit at a modest discount to NAV.
What is the risk?	How is it managed?		Current assessment of risk
Regulatory risk: Failure to comply with applicable legal and regulatory requirements such as the tax rules for investment trust companies, the FCA Listing rules and the Companies Act could lead to the Company being subject to tax on capital gains, suspension of the Company's Stock Exchange listing, financial penalties or a qualified audit report.	To mitigate this risk, Baillie Gifford's Business Risk, Internal Audit and Compliance Departments provide regular reports to the Audit Committee on Baillie Gifford's monitoring programmes. Should major regulatory change seem likely to impose disproportionate compliance burdens on the Company, representations are made to ensure that the special circumstances of investment trusts are recognised. Shareholder documents and announcements, including the Company's published Interim and Annual Report and Financial Statements, are subject to stringent review processes and procedures are in place to ensure adherence to the Transparency Directive and the Market Abuse Directive with reference to inside information.		All control procedures are working effectively.
What is the risk?	How is it managed?		Current assessment of risk
Custody and depositary risk: Safe custody of the Company's assets may be compromised through control failures by the depositary, including breaches of cyber security.	To mitigate this risk, the Board receives six-monthly reports from the depositary confirming safe custody of the Company's assets held by the custodian. Cash and portfolio holdings are independently reconciled to the custodian's records by the Managers. The custodian's internal controls reports are reviewed by Baillie Gifford's Business Risk Department and a summary of the key points is reported to the Audit Committee and any concerns investigated.		All control procedures are working effectively.
What is the risk?	How is it managed?		Current assessment of risk
Operational risk: Failure of Baillie Gifford's systems or those of other third party service providers could lead to an inability to provide accurate reporting and monitoring or a misappropriation of assets.	To mitigate this risk, Baillie Gifford has a comprehensive business continuity plan which facilitates continued operation of the business in the event of a service disruption or major disaster. The Audit Committee reviews Baillie Gifford's Report on Internal Controls and the reports by other third party providers are reviewed by Baillie Gifford on behalf of the Board and a summary of the key points is reported to the Audit Committee and any concerns investigated. In the year under review, the key third party service providers have not experienced significant operational difficulties affecting their respective services to the Company.		All control procedures are working effectively.
What is the risk?	How is it managed?		Current assessment of risk
Gearing risk: The Company may borrow money for investment purposes. If the investments fall in value, any borrowings will magnify the extent of this loss. If borrowing facilities are not renewed, the Company may have to sell investments to repay borrowings. The Company can also make use of derivative contracts.	To mitigate this risk all borrowings require the prior approval of the Board and gearing levels are discussed by the Board and Managers at every meeting. Covenant levels are monitored regularly. The majority of the Company's investments are in listed securities that are readily realisable. Further information on gearing can be found on page 34 of the Annual Report and Financial Statements and in the Glossary of Terms and Alternative Performance Measures.		The Company's revolving loan facility can be repaid with no penalties, should the decision be taken to reduce the gearing.
What is the risk?	How is it managed?		Current assessment of risk
Political and associated economic risk: Political change in areas in which the Company invests or may invest may increasingly have practical consequences for the Company.	To mitigate this risk, developments are closely monitored and considered by the Board. The Board has particular regard to macroeconomic and geopolitical tensions, and monitors portfolio diversification by revenue stream where appropriate, as well as by investee companies' primary location, to mitigate against the negative impact of military action or trade barriers.		This risk remains high due to the conflicts in Ukraine and Gaza and ongoing US/China tensions.
What is the risk?	How is it managed?		Current assessment of risk
Cyber security risk: A cyber attack on Baillie Gifford's network or that of a third party service provider could impact the confidentiality, integrity or availability of data and systems.	To mitigate this risk, the Audit Committee reviews Reports on Internal Controls published by Baillie Gifford and other third party service providers. Baillie Gifford's Business Risk Department report to the Audit Committee on the effectiveness of information security controls in place at Baillie Gifford and its business continuity framework. Cyber security due diligence is performed by Baillie Gifford on third party service providers which includes a review of crisis management and business continuity frameworks.		All control procedures are working effectively.
Emerging Risks
As explained on pages 64 and 65 of the Annual Report and Financial Statements, the Board has regular discussions on principal and emerging risks, including any risks which are not an immediate threat but could arise in the longer term. The Board considers emerging risks at each Board meeting and discusses any mitigations required. The emerging Execution Risk identified in connection with the proposed Scheme of Reconstruction is mitigated by consultation with shareholders and the appointment of appropriately qualified professional advisors.

Increasing risk      Decreasing risk    No change

Baillie Gifford & Co Limited

Company Secretaries

6 December 2024

 

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