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
3 February 2025
Keystone Positive Change Investment Trust plc
LEI: 5493002H3JXLXLIGC563
Result of Requisitioned General Meeting
The Board of Keystone Positive Change Investment Trust plc (the "Company") is pleased to announce that Requisitioned Resolutions 1 to 7 put forward at the general meeting of the Company held earlier today (the "Requisitioned General Meeting") were defeated on a poll.
Over 60 per cent. of the votes cast were against Saba's Requisitioned Resolutions. Excluding the votes Saba cast in favour of its own Requisitioned Resolutions (representing 1,650,762 votes and approximately 38.87 per cent. of the votes cast), only a further 33,845 votes, representing just 0.80 per cent. of the votes cast, were voted in favour of the Requisitioned Resolutions.(1)(2)
As a result, the Company's five, independent non-executive Directors remain on the Board and will immediately refocus their efforts on delivering a full cash exit for Shareholders in line with the proposals announced by the Board prior to the requisition.
Karen Brade, Chair of Keystone Positive Change Investment Trust plc, said:
"I would like to thank all the shareholders who stood up to vote in support of the Board's recommendation. Of the votes cast, nearly 99 per cent. of the non-Saba shareholders rejected its proposals."(1)(2)
"Now our focus returns to delivering the proposed Scheme that offers an uncapped cash exit and/or a rollover into a more liquid fund with a similar global impact strategy. We are confident that this remains in the best interests of shareholders."
"The Board intends to re-engage with stakeholders without delay in order to implement this Scheme as soon as practicable."
All of the Requisitioned Resolutions were voted on by way of a poll and the results are shown in the table below.
Results of the meeting
| Ordinary resolutions
| VOTES FOR | VOTES FOR (Excluding Ordinary Shares voted by Saba)(2) | VOTES AGAINST*** | TOTAL VOTES | VOTES WITHHELD**** | |||||
| Number* | % of votes cast** | Number* | % of votes cast** | Number* | % of votes cast** | Number* | % of total voting rights** | Number* | ||
| 1 | To remove Karen Brade as a director of the Company | 1,684,607 | 39.67 | 33,845 | 0.80 | 2,561,767 | 60.33 | 4,246,374 | 71.83 | 1,010 |
| 2 | To remove Ian Armfield as a director of the Company | 1,676,206 | 39.47 | 25,444 | 0.60 | 2,570,276 | 60.53 | 4,246,482 | 71.83 | 902 |
| 3 | To remove William Kendall as a director of the Company | 1,675,206 | 39.45 | 24,444 | 0.58 | 2,571,276 | 60.55 | 4,246,482 | 71.83 | 902 |
| 4 | To remove Katrina Hart as a director of the Company | 1,675,797 | 39.46 | 25,035 | 0.59 | 2,570,685 | 60.54 | 4,246,482 | 71.83 | 902 |
| 5 | To remove Andrew Fleming as a director of the Company | 1,676,356 | 39.48 | 25,594 | 0.60 | 2,570,018 | 60.52 | 4,246,374 | 71.83 | 1,010 |
| 6 | To appoint John Karabelas as a director of the Company | 1,675,167 | 39.46 | 24,405 | 0.57 | 2,570,345 | 60.54 | 4,245,512 | 71.81 | 1,871 |
| 7 | To appoint Paul Kazarian as a director of the Company | 1,675,082 | 39.46 | 24,320 | 0.57 | 2,570,429 | 60.54 | 4,245,511 | 71.81 | 1,871 |
* Under the Company's articles of association, a holder of Ordinary Shares is entitled to one vote per £1 of nominal issued Ordinary Share capital held (that is, one vote for every 10 Ordinary Shares held).
** Rounded to two decimal places.
*** Includes discretionary votes.
**** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the relevant Requisitioned Resolution.
Shareholders are entitled to one vote per £1 of nominal Ordinary Share capital held (that is, one vote for every 10 Ordinary Shares held) as at the voting record time for the Requisitioned General Meeting. Where Shareholders appointed the Chair of the Requisitioned General Meeting as their proxy with discretion as to voting, their votes were cast against all Requisitioned Resolutions and their Ordinary Shares have been included in the "votes against" column.
The Company had 59,117,487 Ordinary Shares of 10 pence each in issue at the voting record time for the Requisitioned General Meeting. The total voting rights in the Company for the purpose of the Requisitioned General Meeting comprised 5,911,748 votes.
The Board has appointed Civica Election Services as independent assessor to report on the poll held at the Requisitioned General Meeting in respect of each of the Requisitioned Resolutions.
The full text of the Requisitioned Resolutions is contained in the Notice of Requisitioned General Meeting contained in the Circular. The Circular is available for viewing on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.bailliegifford.com/KeystonePositiveChange-SabaDefence.
For further information please contact:
Deutsche Numis (Financial Advisor and Corporate Broker)
Nathan Brown
Tel: 020 7260 1426
Baillie Gifford & Co (Investment Manager)
Naomi Cherry
Tel: 0131 275 2000
Greenbrook Advisory (PR Advisor)
Rob White, Peter Hewer and Ksenia Galouchko
Tel: 020 7952 2000
Email: KeystonePositiveChange@greenbrookadvisory.com
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 (the "Circular"), unless the context otherwise requires.
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.
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.
(1) Figures used are representative of the votes cast on Resolution 1.
(2) Saba's latest publicly disclosed holding (as at 6 January 2025) was 17,546,997 Ordinary Shares, representing 1,754,699 votes and 29.68 per cent. of the Company's total voting rights as at the voting record time for the Requisitioned General Meeting, though the Board believes only 16,507,624 Ordinary Shares, representing 1,650,762 votes and 27.92 per cent. of the Company's total voting rights, were voted by or on behalf of Saba.
Baillie Gifford & Co Limited
Company Secretary
3 February 2025
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.