KPC Keystone Positive Change Investment Trust Plc

19 February 2025

Keystone Positive Change Investment Trust plc

Legal Entity Identifier: 5493002H3JXLXLIGC563

Publication of a circular reconvening the Scheme Meetings and convening the Annual General Meeting

On 10 February 2025, the Board of Keystone Positive Change Investment Trust plc (the "Company") announced that it was relaunching the proposed scheme of reconstruction and members' voluntary winding-up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), which had been postponed 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").

After the resolutions put forward at the Requisitioned General Meeting were defeated on a poll, the Company announced that the Board had re-engaged with a number of major Shareholders to seek support for the Scheme and  had received unanimous indications of support for the resolutions necessary to implement the Scheme.

Accordingly, the Board of the Company is pleased to announce that it has today published a circular (the "Circular") formally reconvening the adjourned Ordinary Shareholders' Class Meeting, First General Meeting and Second General Meeting required to be held to implement the Scheme (together the "Adjourned Shareholder Meetings").

Adjourned Shareholder Meetings and the AGM

Notices of the adjourned: (i) Ordinary Shareholders' Class Meeting reconvened for 9.00 a.m. on 17 March 2025; (ii) First General Meeting reconvened for 9.15 a.m. on 17 March 2025 (or as soon thereafter as the Ordinary Shareholders' Class Meeting has concluded or been adjourned); and (iii) Second General Meeting reconvened for 2.00 p.m. on 28 March 2025 are contained within the Circular. The Adjourned Shareholder Meetings will each be held at the offices of Deutsche Numis, 45 Gresham Street, London EC2V 7BF.

In the event that Shareholders do not approve the Scheme proposals and/or any of the other conditions to the Scheme are not satisfied, the Scheme will not be implemented and the Company will be required to hold its annual general meeting (the "AGM") by 31 March 2025 in accordance with the Companies Act. Accordingly, the Circular also contains notice of the AGM to be held at 2.15 p.m. on 28 March 2025 (or as soon thereafter as the Second General Meeting has concluded or been adjourned) at the offices of Deutsche Numis, 45 Gresham Street, London EC2V 7BF. However, in the event that the Scheme proposals become effective, the Company will enter into members' voluntary liquidation, the AGM resolutions will not be proposed and the AGM will be adjourned indefinitely.

Overview of the Scheme proposals

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 some or all of their 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 proposals are contained in the circular published by the Company on 6 December 2024 (the "Scheme Circular") available at www.keystonepositivechange.com. The full terms and conditions of the Scheme proposals described in the Scheme Circular continue to apply subject to the revised timetable set out in the Circular published today.

Action to be taken

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 are set out in the Circular which will be posted to registered Shareholders and made available on the Company's website at www.keystonepositivechange.com.

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 Board also encourages all Shareholders, and investors owning shares through retail platforms, to vote in respect of the resolutions to be considered at the AGM (however, in the event that the Scheme proposals become effective, the Company will enter into members' voluntary liquidation, the AGM resolutions will not be proposed and the AGM will be adjourned indefinitely).

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

Expected timetable

Important Information

Capitalised terms used in this announcement have the meaning as defined in the Circular, unless otherwise defined in this announcement.

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