ISS Voting Recommendations

Keystone Positive Change I.T. PLC

24 January 2025

 

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 [e-mail].

For further information please contact:

Deutsche Numis (Financial Advisor and Corporate Broker)

Nathan Brown

Tel: [phone]

Baillie Gifford & Co (Investment Manager)

Naomi Cherry

Tel [phone]

Greenbrook Advisory (PR Advisor)

Rob White, Peter Hewer and Ksenia Galouchko

Tel: [phone]

Email: [e-mail]

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

 

END