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:
trustenquiries@bailliegifford.com
Nathan Brown / Matt Goss, Deutsche
Numis
Tel: 020 7260 1426/1642
Naomi Cherry / Alex Blake, Baillie
Gifford
Tel: 0131 275 2000
Jonathan Atkins, Director, Four
Communications
Tel: 0203 920 0555 or 07872
495396