Response to Requisition of a General Meeting

Keystone Positive Change I.T. PLC

18 December 2024

 

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: [phone]

Matt Goss

Tel: [phone]

Keystone Chair

Karen Brade

Email: [e-mail]

Baillie Gifford & Co

Naomi Cherry

Tel [phone]

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.

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