I just can't understand how they lie about ISS recommendation....

I just can't understand how they lie about ISS recommendation. ISS provided only “qualified support” for the capital raising, for which there is no “urgent need” with the intention of signalling “the need to hold off on the proposed capital raise and provide an opportunity for a reconstituted board that includes direct shareholder representation to reevaluate its merits with access to non-public information.”

Some quotes from ISS:

“Our recommendation of qualified support for the capital raise – in combination with our recommendation of support for the addition of the dissident nominees to the board – is intended

to signal the need to hold off on the proposed capital raise and provide an opportunity for a

reconstituted board that includes direct shareholder representation to re-evaluate its merits with access to non-public information. If, after reassessing available alternatives, the reconstituted board were to conclude that a capital raising is necessary, the company could proceed with the rights issue.”

“We note that none of the company's main competitors, particularly those in the US, where the

sector has been hit harder by the current crisis, have thus far proposed to raise capital – except

for Hammerson, the UK operator, which has the highest net debt/EBITDA in our peer group and

operates exclusively in the worst hit European market.”

“The above analysis of the impact of a large, discounted capital raising on the future potential

stock price recovery and possible upside would suggest that current shareholders, who invested

in the company prior to COVID-19, would bear substantial losses in the value of their investment.”

“URW's current issues are largely self-inflicted and mostly related to its leverage, inherited from

the Westfield deal, which saddled the company with a substantial debt pile. Despite overdelivering on the initially planned asset disposal plan, management was unable to bring down net debt to more reasonable levels before the COVID-19 pandemic started, as asset values were impaired in the interim. While leverage is relatively high, the company's ample liquidity and

relatively low cost of debt (which management agrees is not an issue), as well as its high-quality asset portfolio and broad geographical diversification mitigate to a certain extent the leverage concerns.