ISS Supports Saba Capital’s Case for Change at ASA Gold and Precious Metals Limited
15 Aprile 2024 - 3:00PM
Business Wire
Recommends ASA Shareholders Vote
FOR the Election of Saba
Nominees Ketu Desai and Paul Kazarian on the GOLD Proxy Card and Withhold Votes for the
Incumbent Directors
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”
Saba Capital Management, L.P. (“Saba” or “we”), the largest
common shareholder of ASA Gold and Precious Metals Limited (NYSE:
ASA) (“ASA” or the “Fund”), today announced that a leading proxy
advisory firm, Institutional Shareholder Services Inc. (“ISS”), has
recommended shareholders vote for the election of Saba director
candidates Ketu Desai and Paul Kazarian to the Fund’s Board of
Directors (the “Board”) at the April 26, 2024 Annual Meeting of
Shareholders (the “Annual Meeting”).
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:
- “…[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.”
Paul Kazarian, Partner and Portfolio Manager of Saba,
commented:
“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 Axel Merk and the
current Board remain completely unwilling to acknowledge the duty
they have to rein in the Fund’s significant discount to NAV only
reinforces the urgent need for new directors in ASA’s
boardroom.
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.”
***
As a reminder, Saba has nominated four
director candidates – Ketu Desai, Frederic Gabriel, Garry Khasidy
and Paul Kazarian – for election to the Fund’s Board at the 2024
Annual Meeting, which is scheduled to be held on April 26, 2024. To
support shareholder-driven change, vote on the GOLD Proxy Card for
all four of Saba’s highly qualified director candidates.
***
About Saba Capital
Saba Capital Management, L.P. is a global alternative asset
management firm that seeks to deliver superior risk-adjusted
returns for a diverse group of clients. Founded in 2009 by Boaz
Weinstein, Saba is a pioneer of credit relative value strategies
and capital structure arbitrage. Saba is headquartered in New York
City. Learn more at www.sabacapital.com.
1 Permission to quote ISS was neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20240415890261/en/
Longacre Square Partners Greg Marose / Kate Sylvester,
646-386-0091 gmarose@longacresquare.com /
ksylvester@longacresquare.com
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