REG - CQS Natural Res - REMINDER TO VOTE AGAINST SABA'S PROPOSALS

CQS Natural Resources Growth and IncomeAnnouncement

24/01/2025 07:00

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RNS Number : 6002U  CQS Natural Resources Grwth&Inc PLC  24 January 2025

CQS Natural Resources Growth and Income PLC

24 January 2025

 

REMINDER TO VOTE AGAINST SABA'S PROPOSALS

The Board of CQS Natural Resources Growth and Income PLC (the "Company") urges
all Shareholders to vote on the resolutions requisitioned by Saba Capital
Management, L.P. ("Saba") (the "Requisitioned Resolutions") and set out in the
Circular for the Company's forthcoming requisitioned general meeting to be
held at 11 a.m. on 4 February 2025 (the "Requisitioned General Meeting").

The Board recommends Shareholders to VOTE AGAINST all Requisitioned
Resolutions to protect your investment for the reasons set out in the Circular
and outlined below.

A copy of the Circular has been submitted to the National Storage Mechanism
and is available on the Company's website at
https://ncim.co.uk/cqs-natural-resources-growth-and-income-plc/
(https://ncim.co.uk/cqs-natural-resources-growth-and-income-plc/) and
microsite at https://cynprotectyourinvestment.com/
(https://cynprotectyourinvestment.com/) .

The deadline to vote is 31 January, however, customers of online share
ownership platforms may have voting deadlines of 30 January or earlier. See
below for the full list of deadlines.

 

Why vote AGAINST:

Performance and incorrect benchmark

Saba have put forward misleading information on the performance of the
Company, using the incorrect reference benchmark and ignoring the Company's
significant exposure to metals and mining. The Board has overseen strong
performance, with 167% total return in NAV and 220% total return in share
price since the current joint fund managers were appointed in October 2015 1 .

Corporate governance and management

The Company's regular and transparent communication, share buybacks, and an
annual continuation vote provide Shareholders with the tools they need to make
an informed investment decision and a voice for the future of their company.

The current Board is fully independent and has deep experience in investment
trusts, natural resources, the UK investment management sector, finance and
accounting, and as directors of quoted companies. The two proposed directors
nominated by Saba have none of this sector experience or understanding of the
UK market, nor do the Board believe they are independent. If Saba select
themselves as investment manager, there is a potential conflict of interest.

Saba investment strategy

Saba have not outlined a clear path for the investment strategy or the future
of your investment, should their Requisitioned Resolutions be passed.

Saba's proposals therefore introduce new and significant risk to your
investment, potentially trapping Shareholders at a long-term discount in an
entity which is no longer a highly specialised natural resources investment
trust. Their proposals are not in the best interests of ALL Shareholders.

Glass Lewis, PIRC, and ISS align with Board recommendations

Proxy advisors Glass Lewis, PIRC, and ISS have all recommended that
Shareholders in the Company vote AGAINST the Requisitioned Resolutions
proposed by Saba; this is in line with the unanimous recommendations of the
Board.

Christopher Casey, Chair of CQS Natural Resources Growth and Income PLC,
commented:

"Saba is not the saviour of your company. They have misrepresented the
Company's performance, have no clear path to add value to all Shareholders and
have provided questionable governance proposals. Saba's own performance in the
US is inconsistent at best, given that their management of two funds has not
led to a long-term narrowing of the discount, and introduces significant risk
to your investment.

"We remind Shareholders that if you do not vote against their resolutions,
Saba's 29.07% shareholding may bulldoze the result without support of the
majority of Shareholders.

"As we get closer to voting deadlines, the Board urges all Shareholders who
have yet to vote to make their voice heard, and vote to protect their
investment from self-interested and misleading proposals put forward by Saba.

"The Board and three proxy advisor agencies, Glass Lewis, PIRC, and ISS,
unanimously recommend you vote against the resolutions proposed by Saba to
protect your investment in your Company."

 

How to Vote

The Requisitioned General Meeting to vote on the Requisitioned Resolutions
will be held on 4 February 2025 at 11 a.m. at the offices of Dentons UK and
Middle East LLP at One Fleet Place, London, EC4M 7RA.

To be valid, proxy appointments must be completed in accordance with the
instructions accompanying it and transmitted so received by the Registrar as
soon as possible and, in any event, by no later than 11 a.m. on 31 January
2025.

Investors who hold their 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. Please note: customers
of online share ownership platforms may have voting deadlines of 30 January
or earlier.

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
(https://www.theaic.co.uk/how-to-vote-your-shares) .

The Company has appointed Boudicca (part of Equiniti Group) to liaise with
Shareholders to ensure that the Form of Proxy is completed and submitted by
the deadline. If you need further information or assistance in voting your
Shares, please email EQProxyEngagement@equiniti.com or telephone 0371 384 2452
(between 9.00 a.m. and 5.00 p.m. (UK time) Monday to Friday) for information.

Retail voting deadlines:

 AJ Bell voting deadline                                              30 January

 Hargreaves Lansdown voting deadline                                  30 January

 Interactive investor voting deadline                                 30 January

 Proxy filing deadline                                                11 a.m. on 31 January

 Record time and date for entitlement to vote at the General Meeting  6.30 p.m. on 31 January

 Date of General Meeting                                              11 a.m. on 4 February

 

 

 CQS Natural Resources Growth and Income PLC     cnr@tavistock.co.uk

 Christopher Casey, Chairman                     (c/o Tavistock Communications)
 Cavendish, Corporate Broker                     +44 20 7908 6000

 Robert Peel, Andrew Worne, Tunga Chigovanyika
 Frostrow Capital LLP, Company Secretary         +44 20 3008 4613

 Eleanor Cranmer                                 cosec@frostrow.com
 Tavistock, Public Relations                     +44 20 7920 3150

 Jos Simson, Gareth Tredway, Tara Vivian-Neal    cnr@tavistock.co.uk

 

Notes to Editors:

The Company actively invests in global energy and mining companies, with a
focus on total return. It also pays a regular quarterly dividend. The flexible
mandate allows the Company to shift its portfolio weighting between energy and
mining, with the aim of maximising returns depending on the point in the
cycle, whilst providing relative value opportunities.

The closed end structure is well suited to allowing the investment management
team to focus on the best returns profile, rather than liquidity as is the
case with Exchange Traded Funds ("ETFs"). The nature of this focus results in
the Company holding a large proportion of its holdings in names that fall just
below major index or ETF inclusion, adding additional upside potential should
they become included. The portfolio is invested mostly in producers and
developers across the natural resources sector, with strong earnings profiles
and market caps typically in the region of £300m to £2bn, although also
below and above this range.

The majority of holdings are listed in North America, Australia and/or the UK.

 

Why should I vote against all the Saba Capital Management L.P. Requisitioned
Resolutions:

The current Board:

✔ Has overseen strong performance, with 167% total return in NAV and 220%
total return in share price since the current joint fund managers were
appointed in October 2015 2 .

✔ Believes Manulife | CQS and the joint fund managers, who are widely
recognised as being leading investors in their field, are the team best placed
to continue this strong performance in the natural resources sector you have
chosen to invest in.

✔ Is fully independent and has deep experience in investment trusts, natural
resources, the UK investment management sector, finance and accounting, and as
directors of quoted companies.

✔ In line with the highest standards of corporate governance, maintains an
annual continuation vote which facilitates 100% cash return should that be the
wish of the majority of Shareholders voting.

✔ Is committed to creating and preserving value for ALL Shareholders.

Saba:

✘ Have failed to state how much cash they will return to you.

✘ Are expected to appoint themselves as manager, as set out in their
statement to Shareholders; we believe for their own economic gain.

✘ Are expected to change your Company's investment policy from the strategy
that you selected, to an approach of investing in other trusts for which no
track record has been provided.

✘ Have failed to narrow the discounts of the funds that they have taken
control of in the US, compared with their long-term averages, and your
investment may become trapped at a long-term discount.

✘ Have proposed directors who we do not believe to be independent of Saba,
with no experience in natural resources and who, despite Saba's misleading
claims, appear to have no experience of directing investment trusts.

 

Important information

Capitalised terms used throughout this announcement shall have the meanings
ascribed to them in the Circular published by the Company on 7 January 2025
(the "Circular"), unless the context otherwise requires. Permission to quote
from the content of the ISS report was not obtained. 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  Source: Bloomberg as at 31 December 2024. Manager inception date: 26
October 2015. Past returns are not a guide to future performance.

 2  Source: Bloomberg as at 31 December 2024. Manager inception date: 26
October 2015. Past returns are not a guide to future performance.

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