Keystone Positive Change Investment
Trust plc (KPC)
Glass Lewis recommends shareholders vote
"AGAINST" the Saba Resolutions
Keystone Positive Change Investment Trust plc
("KPC" or "the Company") notes the publication of the voting
recommendation from Glass Lewis, the independent proxy advisor, in
relation to the Company's general meeting to be held on 3 February
2025 at 12 noon (the "General Meeting").
Glass Lewis recommends that KPC shareholders
vote "AGAINST" all the
proposed Requisitioned Resolutions at the General Meeting on 3
February 2025.
In its report, Glass Lewis refers to a
"lack of detail" in Saba's
proposals and said its campaign is "more about obtaining influence than it is
about offering shareholders a timely and certain exit." It
also said Saba's intentions for the Board were not consistent with
"the highest standards of
governance".
The recommendation is consistent with the
unanimous recommendation of the KPC independent board of
directors.
Karen Brade,
Chair of Keystone Positive Change plc, said:
"Shareholders should not be swayed by Saba's
vague and theatrical promises - this is no knight in shining
armour. Along with Glass Lewis, I have not encountered a single
shareholder, analyst, or fund manager who believes Saba's proposals
offer any benefit to anyone other than themselves.
"Saba is banking on shareholders not showing up
to vote. I urge shareholders to prove Saba wrong. Vote against its
self-serving campaign and let your independent board get on with
implementing the plans that shareholders overwhelmingly said they
wanted: the choice of an uncapped cash exit or the opportunity to
roll into a more liquid fund with a similar strategy."
YOUR VOTE
IS VERY IMPORTANT. The
Requisitioned Resolutions are each being proposed as ordinary
resolutions. This means that they only require more than 50 per
cent of the votes cast to be
voted in favour in order to pass. Saba has declared interests in
approximately 28 per cent. of the Company's issued Ordinary Share
capital. Therefore, the Board believes that other shareholders
representing at least 30 per
cent. of the Company's issued Ordinary Share capital are required
to VOTE
AGAINST the Requisitioned Resolutions in order to
ensure they are blocked. FAILURE TO TAKE ACTION MAY LEAD TO SABA TAKING
CONTROL OF YOUR COMPANY.
How to vote
The General Meeting to vote on the
Requisitioned Resolutions will be held at the offices of
Deutsche Numis, 45 Gresham Street, London EC2V 7BF on 3 February
2025 at 12 noon.
Investors who hold their Ordinary Shares
through an investment platform provider or nominee are encouraged
to contact their investment platform provider or nominee as soon as
possible to arrange for VOTES
AGAINST each of the Requisitioned Resolutions to be
lodged on their behalf. Further information on how to vote through
platforms can be found at the following link: https://www.theaic.co.uk/how-to-vote-your-shares
If shareholders have any questions as to how
they can arrange for their investment platform provider or nominee
to VOTE
AGAINST each of the Requisitioned Resolutions or would
like guidance on this process, they should email the Company's
proxy solicitation agent at keystone@georgeson.com.
For further
information please contact:
Deutsche Numis
(Financial Adviser and Corporate Broker)
Nathan Brown
Tel: 020 7260 1426
Matt Goss
Tel: 020 7260 1642
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, unless the
context otherwise requires.
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.
Legal Entity Identifier:
5493002H3JXLXLIGC563
Regulated Information Classification:
Additional regulated information required to be disclosed under
applicable laws
Baillie Gifford & Co
Limited
Company Secretaries
21 January
2025