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.
10
February 2025
Keystone Positive Change
Investment Trust plc
Legal Entity Identifier:
5493002H3JXLXLIGC563
Relaunch of the
Scheme
On 27 January, the Board of Keystone Positive Change Investment Trust plc
(the "Company")
announced that the Shareholder meetings scheduled
to be held that day, in connection with the proposed scheme of
reconstruction and members' voluntary winding-up of the Company
under section 110 of the Insolvency Act 1986 (the "Scheme"), had been formally adjourned
pending the outcome of the resolutions, put forward on behalf of Saba Capital
Management, L.P., to be considered by
Shareholders at the requisitioned general meeting on 3 February
2025 (the "Requisitioned General
Meeting").
On 3 February 2025, the resolutions
put forward at the Requisitioned General Meeting were defeated on a
poll.
Following the Requisitioned General
Meeting, the Board has re-engaged with a number of major
Shareholders to seek support for the Scheme. The Board is pleased
to announce that it has received unanimous
indications of support for the resolutions necessary to implement
the Scheme.
Accordingly, the Board intends to
publish a circular reconvening the Ordinary Shareholders' Class
Meeting, the First General Meeting and the Second General Meeting
required to be held to implement the Scheme
(together the "Adjourned
Shareholder Meetings") as soon as practicable.
Karen Brade, Chair of Keystone
Positive Change Investment Trust plc, commented:
"We are pleased to offer the existing Scheme in line with the
wishes of shareholders as a whole. The Scheme offers an uncapped
cash exit or a rollover into a fund with a similar strategy. We
remain confident that this is in the interest of all
shareholders.
Meetings to approve and implement the Scheme will be
reconvened with the aim of distributing cash in April to
shareholders who opt for the cash exit.
Shareholders who have already voted and made elections in
respect of the Scheme need take no further action. Those who have
yet to vote are encouraged to do so.
Once again, I would like to thank shareholders for their
support and engagement."
Pursuant to the Scheme proposals,
which are conditional upon, among other things, the approval of
Shareholders at the Adjourned Shareholder Meetings, each Ordinary
Shareholder on the Register on the Record Date (save for any
Excluded Shareholder) will be entitled to elect to receive, in
respect of all or part of their holding of Ordinary Shares, New
BGPC Shares in the Baillie Gifford Positive Change Fund (a sub-fund
of Baillie Gifford Investment Funds ICVC, an FCA-authorised
open-ended investment company with variable capital) and/or an
uncapped cash exit (subject to the Cash Option Discount of 1.0 per
cent. to the Residual NAV per Ordinary Share).
Full details of the Scheme are
contained in the circular published by the Company on 6 December
2024 (the "Scheme
Circular") available at www.keystonepositivechange.com.
Subject to the revised timetable to be set out in the circular
formally reconvening the Adjourned Shareholder Meetings, the terms
and conditions of the Scheme shall remain in full force and
effect.
The
Board encourages all Shareholders, and investors owning shares
through retail platforms, both to vote in respect of the Adjourned
Shareholder Meetings and to consider the Election options available
pursuant to the Scheme.
Details of the actions to be taken
by registered Shareholders and platform investors who have not yet
voted and/or lodged an Election in respect of the Scheme will be
set out in a circular which will be posted to registered
Shareholders, and published on the Company's website, as soon as
practicable.
Votes and Elections already lodged
by registered Shareholders with the Company's registrar remain
valid for the purposes of the Adjourned Shareholder Meetings and
the Scheme, and the Company understands that votes and Elections
lodged by retail platform investors with their platforms will
similarly remain valid (although platform investors should be aware
that their specific provider may have taken a different
approach).
The expected timetable of events is
set out below.
For further information please
contact:
Deutsche Numis
Nathan Brown
Tel: 020 7260 1426
Matt Goss
Tel: 020 7260 1642
Baillie Gifford & Co
Naomi Cherry
Tel 0131 275 2000
Greenbrook Advisory
Rob White, Peter Hewer and Ksenia
Galouchko
Tel: 020 7952 2000
Expected Timetable
|
Latest time and date for receipt of
the KYC Application Form
|
1.00 p.m.
on 6 March 2025
|
|
Latest time and date for receipt of
GREEN Forms of Proxy, electronic proxy instructions and CREST
voting instructions in respect of the adjourned Ordinary
Shareholders' Class Meeting
|
9.00 a.m.
on 13 March 2025
|
|
Latest time and date for receipt of
PINK Forms of Proxy, electronic proxy instructions and CREST voting
instructions in respect of the adjourned First General
Meeting
|
9.15. a.m.
on 13 March 2025
|
|
Latest time and date for receipt of
the Forms of Election and TTE Instructions
|
1.00 p.m.
on 13 March 2025
|
|
Latest time and date for completion
of KYC Checks
|
1.00 p.m.
on 13 March 2025
|
|
Adjourned Ordinary Shareholders' Class
Meeting
|
9.00 a.m. on 17 March
2025
|
|
Adjourned First General Meeting
|
9.15 a.m. on 17 March 2025
(or as soon thereafter as the adjourned Ordinary Shareholders'
Class Meeting has concluded or been adjourned)
|
|
Record Date for Ordinary Shareholder
entitlements under the Scheme
|
6.00 p.m.
on 17 March 2025
|
|
Calculation Date for the
Scheme
|
market
close on 17 March 2025
|
|
Ordinary Shares disabled in
CREST
|
6.00 p.m.
on 17 March 2025
|
|
Suspension of trading in Ordinary
Shares
|
7.30 a.m.
on 18 March 2025
|
|
Latest time and date for receipt of
BLUE Forms of Proxy, YELLOW Forms of Proxy, electronic proxy
instructions and CREST voting instructions in respect of the
adjourned Second General Meeting
|
2.00 p.m.
on 26 March 2025
|
|
Reclassification of the Ordinary
Shares
|
8.00 a.m.
on 27 March 2025
|
|
Record Date for Preference
Shareholder entitlements under the Scheme
|
6.00 p.m.
on 27 March 2025
|
|
Suspension of dealings in
Reclassified Shares and the Register closes
|
7.30 a.m.
on 28 March 2025
|
|
Suspension of dealings in Preference
Shares and the Register closes
|
7.30 a.m.
on 28 March 2025
|
|
Adjourned Second General Meeting
|
2.00 p.m. on 28 March
2025
|
|
Appointment of the
Liquidators
|
28 March
2025
|
|
Effective Date and Transfer Agreement executed and
implemented
|
28 March
2025
|
|
Announcement of Elections under the
Scheme, the Residual NAV, the Cash Pool FAV per Ordinary Share, the
Rollover Pool FAV and the number of New BGPC Shares to be issued
pursuant to the Scheme
|
28 March
2025
|
|
New BGPC Shares issued pursuant to
the Scheme
|
28 March
2025
|
|
First day of dealing in New BGPC
Shares
|
31 March
2025
|
|
Contract notes expected to be
despatched in respect of New BGPC Shares issued pursuant to the
Scheme
|
week
commencing 31 March 2025
|
|
Cheques expected to be despatched
and CREST payments made to Ordinary Shareholders in respect of the
Cash Option
|
week
commencing 7 April 2025
|
|
Cheques expected to be despatched to
Preference Shareholders
|
week
commencing 7 April 2025
|
|
Note: All references to time in this announcement are to UK
time. Each of the times and dates in the above expected transaction
timetable are provisional and subject to potential amendment in the
Company's circular reconvening the Adjourned Shareholder Meetings.
If any of the above times and/or dates change, the revised time(s)
and/or date(s) will be notified to Shareholders by an announcement
through a Regulatory Information Service.
|
Important Information
Capitalised terms used in this
announcement have the meaning as defined in the Scheme Circular,
unless otherwise defined in this announcement.
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.
END
