The independent proxy adviser ISS has published its recommendation in relation to the upcoming requisitioned general meeting for Keystone Positive Change (KPC) in which it recommends that KPC shareholders “VOTE AGAINST” all the resolutions proposed by Saba Capital.

ISS states that Saba Capital has not presented a compelling case for change, let alone a case for a majority position on the board and a strategy overhaul. ISS also states that it does not appear that Saba’s proposals will yield a superior alternative for shareholders than the full cash exit or tax-efficient rollover option already proposed by KPC.

ISS’s recommendation follows the publication of a recommendation from Glass Lewis, another independent proxy advisor, who also recommended shareholders VOTE AGAINST Saba’s requisitioned resolutions.

ISS’s recommendation is also consistent with the unanimous recommendation of KPC’s independent board of directors, who also strongly urged shareholders to vote against Saba’s proposals.

“YOUR VOTE IS VERY IMPORTANT”

KPC says that 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 KPC’s issued ordinary share capital. Therefore, KPC’s board believes that other shareholders representing at least 30 per cent. of the trust’s issued ordinary share capital are required to VOTE AGAINST the requisitioned resolutions in order to ensure they are blocked.

KPC’s board says “FAILURE TO TAKE ACTION MAY LEAD TO SABA TAKING CONTROL OF YOUR COMPANY”.

Comments from Karen Brade, chair of Keystone Positive Change

“ISS has joined Glass Lewis and the Board in recommending that shareholders VOTE AGAINST all of Saba’s resolutions. No one is fooled by Saba’s plot for control.

“We are pleased that ISS supports the view that the Saba proposals do not offer a better alternative to KPC shareholders than the full cash exit or tax-efficient rollover option that has already been proposed by the independent board. Now shareholders must come out and vote. Only a massive turnout of Keystone shareholders voting AGAINST will allow us to implement this plan and stop Saba seizing control of the Company.”