REG - Edinburgh Worldwide - Edinburgh Worldwide Investment Trust Tender Offer

Edinburgh Worldwide Investment TrustAnnouncement

10/03/2026 07:00

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RNS Number : 9489V  Edinburgh Worldwide Inv Trust PLC  10 March 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (UK MAR). ON
THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION OR OF THE UK.

 

This announcement is for information purposes only and it does not constitute
an offer to sell, or a solicitation of an offer to acquire, securities in any
jurisdiction in which the same would be unlawful. Neither this announcement
nor any part of it shall form the basis of or be relied on in connection with
or act as an inducement to enter into any contract or commitment whatsoever.

 

For immediate release.

 

Legal Entity Identifier: 213800JUA8RKIDDLH380

 

10 March 2026

 

Edinburgh Worldwide Investment Trust plc

 

Saba's continued campaign leaves EWIT Board no alternative but to propose an
exit solution

 

Tender Offer enables shareholders to elect for a significant return of capital
while preserving the potential upside from SpaceX

 

Shareholders urged to VOTE FOR the Tender Offer to secure a definitive and
fair exit opportunity and bring closure to the uncertainty caused by Saba

 

The Board of Edinburgh Worldwide Investment Trust (EWIT or the Company)
announces its intention to put forward a proposal to implement a tender offer
for up to 100% of EWIT's issued share capital (the Tender Offer), to provide
eligible shareholders with the opportunity to receive a significant initial
cash exit and also retain access to the potential future value from EWIT's
largest shareholding, SpaceX. This is a key differentiator to Saba's recent
proposal(1) which would force shareholders to either give up SpaceX or become
trapped in a Saba-controlled vehicle.

 

The Board has exhausted every reasonable and equitable solution with Saba
Capital Management, L.P. (Saba) and now seeks to ensure that those
shareholders who have overwhelmingly rejected Saba's proposals twice, have a
clean, deliverable and fair exit option to avoid ending up in a Saba
controlled vehicle.

 

Jonathan Simpson-Dent, Chair of EWIT, commented:

 

"We have reached the end of the road with Saba's obsession to break the status
quo and its continuing disregard for the expressed wishes of other
shareholders. This regrettable but necessary step is intended to protect
shareholders from being trapped by Saba, offering a significant cash exit
close to NAV while preserving exposure to SpaceX until a future liquidity
event, after which shareholders would receive a further cash payment.

 

Shareholders have twice delivered a clear message by rejecting Saba's attempts
to take control of the Company. Yet within weeks Saba launched a third
campaign, proposing board nominees already rejected and a proposal that would
effectively force shareholders to choose between remaining in a
Saba-controlled vehicle or giving up any future upside from SpaceX.

 

These repeated actions have created prolonged uncertainty, imposed significant
costs on the Company and distracted from executing a strategy that is
delivering value. We cannot allow the Company to remain caught in a cycle of
disruption driven by a minority shareholder whose objectives and commercial
self-interest are fundamentally misaligned with those of the wider shareholder
base.

 

Frustratingly, the current regulatory framework permits a determined minority
shareholder to effectively gain board and managerial control through repeated
actions which explicitly oppose the desires of other shareholders. While we
have galvanised the FCA into action, addressing this systemic problem will
take longer than Saba's repeat smash and grab cycle. Regrettably, we believe
it is only a matter of time before Saba succeeds.

 

This Tender Offer is not the outcome the Board would have chosen under
different circumstances. But after multiple attempts to engage constructively
with Saba over many months and given the continuing instability and costs
created by its actions, we believe it would be irresponsible to allow this
impasse to continue indefinitely.

 

Shareholders have spoken clearly, twice. We now ask them to do so once more:
to vote in favour of the Tender Offer when the circular is published and bring
this prolonged period of disruption to a definitive close. The Directors
intend to tender all of the shares they hold."

 

Context for why the Board is putting forward the Tender
Offer

 

The Board reiterates its strong conviction for the Company's unique mandate
and portfolio of technological innovators. It is pleased that, following the
comprehensive review commenced nearly two years ago, its Path for Growth
strategy continues to deliver for shareholders, with net asset value (NAV)
total return of 25.7% in the last year, compared with a 19.2% return from the
S&P Global Small Cap benchmark((2)).

 

Saba has recently confirmed its objectives in a meeting with the Chair and the
Company's advisors stating its desire for a new board and that it expects its
nominated board to change the manager, to consider Saba in this capacity, and
to propose a new investment strategy. Saba's overt commercial self-interest
diverges from the views of the majority of other shareholders who, in a little
over 12 months, have twice expressed their desire to avoid becoming trapped in
a Saba-controlled vehicle. These views have been reiterated in the Board's
latest consultation with a number of its other largest shareholders. They
share the Board's frustration regarding the ongoing uncertainty Saba is
causing and expressed their support in principle for the Board's proposed
course of action.

 

The Tender Offer for up to 100% of the Company's issued share capital

 

The Board recognises that Saba, as the Company's single largest shareholder,
is entitled to retain its interest in the Company and seek to utilise the
rights available to it as a shareholder. Equally, the Board believes that
other shareholders should be afforded the opportunity of a significant exit at
fair value, including participation in the potential future upside of the
Company's largest holding, SpaceX (16.6% of total assets as at 6 March 2026),
rather than see that potential value accrue disproportionately to Saba.

 

Further, the Board has experience of the likely extended timeframe required to
reach a liquidity event for its unlisted assets (excluding SpaceX) and the
need to ensure shareholders are not left with an untradable instrument for a
prolonged period of time. The Board refuses to propose a fire sale of these
unlisted assets at the expense of other shareholders to pave the way for
Saba's commercial self-interest. The Board therefore believes that this
proposed Tender Offer is in the best interests of the Company's shareholders
as a whole.

 

A summary of the Tender Offer is as follows:

 

·      The Company will provide an opportunity for eligible shareholders
to tender up to 100% of their shares.

·      Shareholders who tender will receive approximately 85% cash at
close to NAV funded from the disposal of the Company's liquid assets and
approximately 15% deferred cash based on the realised value of SpaceX, once
crystalised. The Board expects a crystalisation event will be possible within
the next 12 months.

·      The Board commits to an orderly realisation of assets and a
return of capital to those shareholders. The proceeds from all disposals would
be returned at NAV less costs.

 

Throughout discussions with Saba, including the recent discussions on this
Tender Offer, Saba has indicated to the Board its intention to retain a
significant interest in EWIT. The position is also consistent with Saba's
proposal of 12 February recommending a 100% tender offer, which would only be
feasible if Saba intended to remain invested in EWIT. However, there can be no
certainty as to Saba's future actions.

 

In the event that 100% of eligible shareholders elect to tender their shares,
the initial cash return may be scaled back on a pro rata basis to reflect that
approximately 12.8% of the Company's total assets (excluding SpaceX) is
invested in unlisted companies that cannot be realised quickly or scaled back
if the return of capital exceeds the Company's substantial distributable
profits. In either event, if scaled back, shareholders would retain an
interest in EWIT which would be tradable in the market.

 

The Board notes that, under applicable company law, the Tender Offer requires
approval from a simple majority of votes cast and can therefore proceed
independent of Saba's support. The Board considers the current situation
justifies the use of an ordinary resolution to approve the Tender Offer
(rather than a special resolution, as is typically advocated by corporate
governance guidelines) in order to provide the fairest outcome for
shareholders as a whole.

 

Why the Company's 100% Tender Offer is better for shareholders than Saba's
proposed tender offer

 

Saba's latest proposal to appoint its three nominee directors was received
just three weeks after shareholders rejected Saba's previous repeat
resolutions. In addition, Saba has suggested that they would recommend to
their proposed nominees that they launch a 100% cash exit offer at NAV less
1%. There are two principal differences between Saba's proposal and the
Company's Tender Offer:

 

·      The Company's Tender Offer provides shareholders with access to
the potential future value from SpaceX. The Saba Proposal would effectively
cap tendering shareholders' exposure to SpaceX to its last liquidity event in
December 2025 at a valuation of $800bn with future value appreciation accruing
to the non-tendering shareholders, which would likely include Saba.

 

·      This Board fully commits to implementing the Company's Tender
Offer. Conversely, Saba cannot guarantee the implementation of its proposed
cash exit because Saba has repeatedly claimed that its three nominees will
make decisions independently and could reject the proposal.

 

Next Steps

 

Shareholders do not need to take any action at this stage. A circular
detailing the proposal for the Tender Offer will be published in due course.
Following the publication of the circular, the Board intends to unanimously
recommend that shareholders vote in favour of the Tender Offer to draw a
definitive line under this prolonged, destabilising and costly period of
distraction. The Board will be tendering the shares which they hold.

 

 

(1)     Saba announcement via Business Wire on 12 February 2026: Saba
Capital recommends new board of directors at Edinburgh Worldwide Investment
Trust PLC, if elected, offer shareholders a 100% cash exit at 99% of NAV.

(2)     Source: Morningstar to 06 March 2026.

 

For further information please contact:

Investors:

Deutsche Numis

Nathan Brown

Tel: +44 20 7547 0569

Matt Goss

Tel: +44 20 7547 0541

 

Media:

Greenbrook Advisory

Peter Hewer / Rob White

+44 207 952 2000

ewit@greenbrookadvisory.com

 

Company Secretary:

Baillie Gifford & Co Limited

Tel 0131 275 2000

enquiries@bailliegifford.com (mailto:enquiries@bailliegifford.com)

 

Important information

 

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of UK MAR. Upon publication of this
announcement via a Regulatory Information Service, such information is now
considered to be in the public domain. The person responsible for arranging
the release of this announcement on behalf of the Company is Baillie Gifford
& Co Limited, the company secretary.

 

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

 

The full terms and conditions of the Tender Offer will be set out in the
circular, which Shareholders are advised to read in full when it is published
in due course. Any response to the Tender Offer should be made only on the
basis of the information in the circular.

 

The Tender Offer is not being made to Restricted Shareholders. In particular,
the Tender Offer is not being made, directly or indirectly, in or into
Australia, Canada, Japan, New Zealand, the Republic of South Africa, and the
Tender Offer cannot be accepted by any such use, means, instrumentality or
facility from within Australia, Canada, Japan, New Zealand, or the Republic of
South Africa.

 

The Tender Offer is not being made to Sanctions Restricted Persons.

 

Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG (trading as Deutsche
Numis) is registered in the register of the companies for England and Wales
(registration number BR000005) with its registered address and principal place
of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised
and regulated by the European Central Bank and the German Federal Financial
Supervisory Authority (BaFin). Deutsche Numis, which is authorised by the
Prudential Regulation Authority and subject to regulation in the United
Kingdom by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority, is acting exclusively for the Company and is
not advising any other person or treating any other person as its client in
relation to the Tender Offer or the matters referred to in this announcement
and will not be responsible to anyone other than the Company for providing the
protections afforded to customers of Deutsche Numis nor for providing advice
in relation to the Tender Offer or the matters described in this announcement.

 

Apart from the responsibilities and liabilities, if any, which may be imposed
on Deutsche Numis by the Financial Services and Markets Act 2000, as amended,
or the regulatory regime established thereunder: (i) none of Deutsche Numis or
any persons associated or affiliated with it accepts any responsibility
whatsoever or makes any warranty or representation, express or implied, in
relation to the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or purported to
be made by, or on behalf of it, the Company or the directors of the Company,
in connection with the Company and/or the proposals described in this
announcement; and (ii) Deutsche Numis accordingly disclaims, to the fullest
extent permitted by law, all and any liability whatsoever, whether arising in
tort or contract or otherwise (save as referred to above) which it might
otherwise be found have in respect of this announcement or any such statement.

 

Notice for U.S. Shareholders

 

The Tender Offer relates to securities in a non-U.S. company, which is
incorporated in Scotland and with a listing on the Main Market of the London
Stock Exchange and is subject to the disclosure and procedural requirements,
rules and practices applicable to companies listed in the United Kingdom,
including with respect to the Tender Offer timetable, settlement procedures,
withdrawal, waiver of conditions and timing of payments, which differ from
those of the United States in certain material respects.

This announcement has been prepared, and the circular will be prepared in
accordance with UK style and practice for the purpose of complying with the
laws of Scotland, the UK Listing Rules and the rules of the London Stock
Exchange. U.S. Shareholders should read the entire announcement and circular
once published. Any financial information relating to the Company has been
prepared in accordance with UK GAAP (including FRS 102 and SORP) but has not
been prepared in accordance with generally accepted accounting principles in
the United States; thus, it may not be comparable to financial information
relating to U.S. companies. The Tender Offer is being made in the United
States pursuant to Section 14(e) of, and Regulation 14E under the Exchange
Act, subject to the exemptions provided by Rule 14d-1(d) thereunder and
otherwise in accordance with the requirements of the UK Listing Rules of the
Financial Conduct Authority. Accordingly, the Tender Offer is subject to
disclosure and other procedural requirements that are different from those
applicable under U.S. domestic tender offer procedures. U.S. Shareholders
should note that the Company is not listed on a U.S. securities exchange,
subject to the periodic reporting requirements of the Exchange Act or required
to, and does not, file any reports with the SEC thereunder. The Tender Offer
is made to U.S. Shareholders on the terms and conditions that are no less
favourable than as those made to all other Shareholders whom an offer is made
and any informational documents are disseminated to U.S. Shareholders on a
basis comparable to the method that such documents are provided to other
Shareholders, subject to applicable law and regulatory requirements.

It may be difficult for U.S. Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. federal securities laws
since the Company is located outside the United States and its officers and
Directors reside outside the United States. It may not be possible to sue a
non-U.S. company or its officers or Directors in a non-U.S. court for
violations of U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S. court's
judgment. Judgments of U.S. courts are generally not enforceable in the UK. In
addition, original actions, or actions for the enforcement of judgments of
U.S. courts, based on the civil liability provisions of the U.S. federal
securities laws, may not be enforceable in the UK.

To the extent permitted by applicable law and in accordance with regulations,
the Company, Deutsche Numis, or any of their affiliates may from time to time,
directly or indirectly, make certain purchases of, or arrangements to
purchase, Shares outside the United States during the period in which the
Tender Offer remains open for acceptance, including sales and purchases of
Shares effected by Deutsche Numis acting as market maker in the Shares. These
purchases, or other arrangements, may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. To the
extent permitted by applicable law and regulations, and subject to compliance
with the conditions of Rule 14e-5 and any available exemption thereunder
(including, Rule 14e-5(b)(12)), such purchases, or arrangements to purchase,
will be effected outside the United States and made in compliance with
applicable UK law and regulation, including the UK Listing Rules. Any
information about such purchases will be disclosed as required in the United
Kingdom and the United States and, if required, will be reported via the
Regulatory Information Service of the London Stock Exchange. To the extent
that such information is made public in the United Kingdom, this information
will also be publicly available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for U.S. federal income tax purposes. Each U.S. Shareholder should consult and
seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or
disapproved of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in this
document. Any representation to the contrary is a criminal offence.

For the purposes of this announcement, the "United States", "United States of
America", "U.S." and "US" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

 

 

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