ISS Supports Saba Capital’s Case for Change at ASA Gold and Precious Metals Limited
Recommends ASA Shareholders Vote FOR the Election of Saba Nominees
Cites the Board’s “Unjustified Defensive Maneuvers” and ASA’s “Persistent Discount to NAV” Under Their Stewardship
Concludes the “Board Positioned Itself on the Leading Edge of Disenfranchising Shareholders”
In its full report, ISS affirmed Saba’s case for boardroom change and noted concerns with ASA’s adoption of a seemingly unlawful poison pill:1
- “In adopting the poison pill, the board positioned itself on the leading edge of disenfranchising shareholders…”
- “These unjustified defensive maneuvers provide further evidence of a disconnect between the board and shareholders.”
- “ … ASA has consistently traded at a wider discount to NAV than the CEF universe as a whole (ASA is currently in the bottom decile).”
- “…the board has also espoused a puzzling perspective on the discount to NAV that should further alarm investors.”
- “…ASA has stated that it does not have a duty to manage the discount. It is unclear what ASA hopes to accomplish by adopting this position…”
ISS also highlighted the qualifications of Saba’s director candidates:
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“
…
[
Paul] Kazarian is a logical addition, given that he is a principal of the dissident, the fund’s largest shareholder.” - “Electing dissident nominee Desai, in addition to Kazarian, would help achieve needed board independence, and Desai’s asset management experience and service on other CEF boards further strengthen his candidacy.”
- “[Saba] has also articulated a plan, which includes making corporate governance improvements and exploring a more flexible approach to managing assets.”
“We are pleased that ISS agrees change is necessary in ASA’s boardroom. ISS shares our concerns with ASA’s long-term underperformance, the Board’s inability to oversee advisor Merk Investments and the incumbents’ entrenchment maneuvers, including the adoption of a poison pill. The fact that
Shareholders deserve a Board that will protect their rights and take action to enhance shareholder value. In our view, the best path to address ASA’s persistent discount to NAV, rebuild trust with shareholders and improve the Fund’s flawed governance practices is through the election of all four of Saba’s highly qualified nominees at the upcoming Annual Meeting.”
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As a reminder, Saba has nominated four director candidates –
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About
1 Permission to quote ISS was neither sought nor obtained.
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