Scheme of Reconstruction

Keystone Positive Change I.T. PLC

30 September 2024

 

30 September 2024

Keystone Positive Change Investment Trust plc (KPC) ("Keystone" or the "Company")

Legal Entity Identifier: 5493002H3JXLXLIGC563

Intention to propose a scheme of reconstruction

On 9 September 2024 the Company announced that the Board had concluded, notwithstanding its confidence in the long-term prospects for Baillie Gifford's "Positive Change" strategy adopted by the Company in early 2021, that the interests of Shareholders may be best served by implementing a transaction in the near term.

Having considered additional feedback from Shareholders, and the Company's options to retain exposure to a global impact strategy, the Board today announces it has decided to propose a scheme of reconstruction and winding-up of the Company (the "Scheme") under which Shareholders will have the option to receive shares in the Baillie Gifford Positive Change Fund, an FCA authorised open-ended investment company with assets of c.£1.8bn, or an uncapped cash exit at a modest discount to the formula asset value (the "FAV") calculated for the purposes of the Scheme.

Karen Brade, Chair, commented:

"The Board retains a high degree of conviction in the Positive Change strategy and believes it is well suited to the investment trust structure which enables the Managers to access the significant impact opportunities available from committing primary capital to private companies and investing in less liquid public companies. However, we recognise that the Company has not received sufficient support from Shareholders to allow the strategy the time needed to play out over the period to the February 2027 continuation vote that we recently introduced. The Board has therefore reluctantly agreed to propose the Scheme, which will provide Shareholders with an opportunity to continue their investment through the rollover option."

The Board reiterates its previous statement that the Scheme would need to take into account the illiquidity of the Company's five private company investments, which comprised c.4.3% of the portfolio as at 31 August 2024. The Board has been advised that these investments are unlikely to be realisable within the timeframe of the Scheme and that, if this proves correct, their value would not be incorporated in the FAV with the unrealised investments instead being carried forward into the winding-up and with any net proceeds received from the realisation of these investments being distributed to all Shareholders at a later date.

The City Code on Takeovers and Mergers is not expected to apply to the Scheme.

It is expected that the Scheme will take effect during the first quarter of 2025. A further announcement will be made in due course.

Given the Company's circumstances, it has regrettably been agreed that Ranjan Ramparia will not as previously announced be appointed as a non-executive Director. The Board thanks Ranjan for her engagement with the Company.

For further information please contact:

Karen Brade, Keystone Chair

Email: [e-mail]

Nathan Brown / Matt Goss, Deutsche Numis

Tel: [phone]

Naomi Cherry / Alex Blake, Baillie Gifford

Tel: [phone]

Jonathan Atkins, Director, Four Communications

Tel: [phone] or 07872 495396

 

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