Pantheon: 11.62% of votes against, almost exactly the weight of Saba's declared shares (11.60%)

At Pantheon International's general meeting of 14 October 2026, 15 of the 18 resolutions drew at least 11.62% of votes against. The 20,839,022 shares declared by Saba Capital equal 11.60% of votes cast. Counted against, the shares behind its swap, which do not vote, would have taken opposition past 20%, the threshold at which the investment company code calls for consultation.

Why it matters for Pantheon shareholders: Pantheon bought back shares in each of the 41 sessions from 18 August to 14 October 2026, and cancels them. It had 374,384,094 shares at 30 September and 372,465,647 on 15 October. Between its notifications at 23 and 30 September, Saba kept its 20,839,022 shares, whose weight rose from 5.54% to 5.57% of voting rights. Our analysis of 10 October showed that a buyback below net asset value raises the value of each remaining share. The same buyback, renewed by the meeting with 87.91% of votes cast, also raises the weight of every shareholder who keeps their shares, Saba included.

The result names no voter. On the seven re-elections of directors, votes against range from 20,868,955 to 20,920,284, or 29,933 to 81,262 more than the shares declared by Saba at 30 September. On the accounts, the reappointment of the auditor and the notice period, they fall to between 69,368 and 621,116. Opulion reading: this is the pattern of a block that votes against 15 of the 18 resolutions and whose size matches Saba's shares. The result makes this plausible without proving it. The unknown: how many shares Saba held at the voting record date, and how it voted.

The threshold comes from provision 4 of the code of the Association of Investment Companies (AIC), taken from the UK code: at 20% or more of votes against the board's recommendation, the company explains how it will consult shareholders and publishes an update within six months. Saba's swap, a cash-settled total return swap, gives it the performance of 24,131,659 shares at 30 September, without their voting rights, until 15 December 2026. Opulion hypothesis: had those reference shares voted against, on top of the votes cast, opposition to the re-election of A.D. Morgan would have reached 22.1% (Opulion calculation: 20,868,955 plus 24,131,659, divided by 179,672,249 votes cast plus 24,131,659).

For Pantheon shareholders, three facts will settle the matter. The next monthly update will give net asset value at 30 September and the month's buybacks. On 15 December 2026, the swap's expiry will show whether Saba rolls it over, unwinds it or replaces it with shares, which a new notification would make public if a threshold were crossed. The third can be read in every buyback notice: Pantheon's share count, and with it Saba's weight.