The independent voting adviser ISS has recommended that shareholders vote against activist investor Saba Capital Management\u2019s proposals to replace the board of Edinburgh Worldwide Investment Trust (EWIT) at the upcoming general meeting on 20 January.<\/p>\n
\u201cFor a second time within a year, independent voting adviser ISS has recommended that shareholders vote against ALL of Saba’s resolutions,\u201d said Jonathan Simpson-Dent, chair of Edinburgh Worldwide (LON:EWI<\/a>). \u201cWe strongly encourage shareholders not to be complacent and remind everyone that Saba holds a larger shareholding and therefore more voting power this time.\u201d<\/p>\n <\/p>\n Simpson-Dent also confirmed he would host a live Q&A session to answer any shareholder questions at 2pm on Friday 9 January.<\/p>\n MoneyWeek<\/p>\n Subscribe to MoneyWeek today and get your first six magazine issues absolutely FREE<\/p>\n <\/p>\n \nGet 6 issues free\n<\/p>\n <\/a><\/p>\n Sign up to Money Morning<\/p>\n Don’t miss the latest investment and personal finances news, market analysis, plus money-saving tips with our free twice-daily newsletter<\/p>\n Don’t miss the latest investment and personal finances news, market analysis, plus money-saving tips with our free twice-daily newsletter<\/p>\n On 27 November 2025, Saba announced plans to requisition a general meeting of Edinburgh Worldwide\u2019s shareholders<\/a>, aimed at replacing the investment trust\u2019s<\/a> current board with three independent directors of its choosing. This followed similar attempts at seven investment trusts last year<\/a>.<\/p>\n That attempt was unsuccessful, with shareholders of all seven investment trusts rejecting Saba\u2019s proposals<\/a>.<\/p>\n Saba questions EWIT\u2019s SpaceX selloff<\/p>\n On 7 January, Saba sent an open letter to the board of EWIT requesting transparency over its sell-down of approximately one third of its holdings in SpaceX in October 2025.<\/p>\n SpaceX, the space exploration company founded by Tesla<\/a> CEO Elon Musk<\/a>, is targeting an IPO in 2026 that would value the company at $1.5 trillion, according to Bloomberg<\/a>.<\/p>\n In December, SpaceX sold insiders\u2019 shares at $421, approximately double the $212 per share sale in July which valued it at $400 billion \u2013 implying a current value of $800 billion.<\/p>\n It follows that any sale of shares by EWIT during October would have been at a valuation somewhere between $400 billion and $800 billion, substantially below the value that SpaceX is targeting in its IPO.<\/p>\n SpaceX is, for many investors, the greatest appeal of owning EWIT.<\/p>\n Saba maintains that the trust sold off a third of its shareholding at an inopportune moment in order to facilitate a potential merger with Baillie Gifford US Growth Trust (LON:USA<\/a>), another investment trust that is managed, like EWIT, by Baillie Gifford.<\/p>\n EWIT and USA <\/a>discussed the merger with Saba, but the activist investor rejected the move. Given the size of Saba\u2019s shareholding in both trusts, the merger cannot take place without its support.<\/p>\n Saba put nine questions to EWIT\u2019s board regarding the sell-down of its stake in SpaceX, which it estimates cost the trust \u00a337 million, and the proposed merger with USA. It requested a response to these questions by 9 January.<\/p>\n \u201cUnless and until we receive satisfactory responses to these questions and concerns, we reserve all of our rights, including to issue proceedings on behalf of EWI,\u201d said Weinstein.<\/p>\n EWIT\u2019s chair, Jonathan Simpson-Dent, is hosting an open Q&A session to respond to shareholder questions on Friday 9 January at 2pm GMT.<\/p>\n A spokesperson for EWIT said: \u201cSaba\u2019s open letter today adds to the numerous inaccurate statements and misleading assertations it is making designed to mislead shareholders as part of this US hedge fund\u2019s aggressive campaign to achieve its ultimate objective \u2013 to seize control of the Company to prioritise its own commercial interests to the potential detriment of other shareholders. We look forward to answering shareholders’ questions in an open Q&A session this Friday, where we will also address Saba\u2019s misleading assertations on SpaceX.\u201d<\/p>\n Saba\u2019s concerns over EWIT board explained<\/p>\n Saba\u2019s open letter follows a presentation published on 29 December, in which Saba provided further detail on its reasons for seeking to displace EWIT\u2019s board.<\/p>\n In the presentation, Saba disputed EWIT\u2019s claims that Saba is seeking to take control of the investment trust and has failed to disclose its plans, arguing that the independence of the board members it has proposed means that Saba won\u2019t have any control over the trust and that it therefore doesn\u2019t know what their plans might be.<\/p>\n It criticised EWIT\u2019s claims to be maximising long-term value for all shareholders, claiming that EWIT\u2019s NAV and share price returns have trailed relevant benchmarks over the past three and five years, as well as claiming that the proposed merger with USA would serve Baillie Gifford\u2019s interests rather than those of shareholders.<\/p>\n It drew attention to Simpson-Dent\u2019s previous position as chief financial officer of HomeServe from 2007 to 2009. The FCA<\/a> fined HomeServe over \u00a330 million for breaching its Principles of Business between 2006 to 2011. Saba claimed that the FCA\u2019s fine of HomeServe and criticism of HomeServe\u2019s board and senior management \u2013 both of which Simpson-Dent was a member of \u2013 were not disclosed when he was appointed to EWIT\u2019s board.<\/p>\n In response, a spokesperson for EWIT issued the following statement: \u201cSaba\u2019s presentation contains numerous inaccurate statements designed to mislead shareholders as part of this US hedge fund\u2019s aggressive campaign to achieve its ultimate objective \u2013 to seize control of the Company for its own commercial advantage at the expense of other shareholders.<\/p>\n “Saba clearly hasn\u2019t done its homework. Its claim, for example, that FCA rules were breached by not disclosing certain prior roles of the Chair at the time of his appointment to the Board of EWIT is categorically wrong. A simple read of the Company\u2019s announcement made at the time of his appointment shows that no such breach occurred.<\/p>\n “Saba\u2019s reference to the Chair\u2019s role at HomeServe plc 16 years ago and to the FCA\u2019s subsequent investigation, is a deliberate attempt to cast aspersions on his reputation, despite the fact he was never personally criticised by the FCA or any other regulatory authority.<\/p>\n “Saba is clearly seeking to portray a misleading narrative of weak governance through unfounded assertions while simultaneously campaigning for the appointment of its three US-based nominees selected solely by Saba, none of whom has any experience of UK public companies or UK governance standards.<\/p>\n “Saba\u2019s presentation also provides no information regarding its plans should it succeed in taking control. As set out in our open letter issued today, it is essential that Saba offers full transparency and clarity on its intentions so that shareholders can make a properly informed decision.\u201d<\/p>\n Saba\u2019s presentation can be viewed here<\/a>.<\/p>\n L&G to vote against Saba\u2019s EWIT proposals<\/p>\n On 6 January, L&G, another institutional EWIT shareholder, announced its intention to vote against Saba\u2019s proposals.<\/p>\n A statement from L&G said that it believes the incumbent board \u201cappears to have been responsive to the contention of underperformance and has effectively managed to reduce its discount to Net Asset Value (\u2018NAV\u2019).<\/p>\n \u201cGiven the potential conflict of interests between Saba, its nominees, and long-term investors, we are therefore again voting against all proposals at the forthcoming meeting, opting to keep the running of EWIT in the hands of the incumbent board at this time,\u201d the statement continued.<\/p>\n According to Bloomberg<\/a>, L&G holds approximately 0.5% of EWIT\u2019s shares.<\/p>\n