REG - Edinburgh Worldwide - EWIT: Stop SABA Taking Over EWIT

Edinburgh Worldwide Investment TrustAnnouncement

17/12/2025 07:00

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RNS Number : 8406L  Edinburgh Worldwide Inv Trust PLC  17 December 2025

Edinburgh Worldwide Investment Trust plc

Legal Entity Identifier: 213800JUA8RKIDDLH380

 

STOP SABA TAKING OVER EWIT

 

Edinburgh Worldwide Investment Trust plc ("EWIT" or the "Company") confirms it
received a valid requisition notice (the "Notice of Requisition") on the 3rd
of December 2025 from Saba Capital Management, L.P. ("Saba") (via Vidacos
Nominees Limited) seeking to remove all six independent non-executive
directors and appoint three US based individuals nominated by Saba.

 

Accordingly, the Board will now convene a general meeting (the "Requisitioned
General Meeting"). A circular, including notice of the Requisitioned General
Meeting, will be posted to shareholders in due course in accordance with the
requirements of the Companies Act.

 

The Board will strongly urge shareholders to VOTE AGAINST Saba's proposed
resolutions.

 

·    Saba wants to take control on the cheap: Saba is again attempting to
seize control of the Company. A similar attempt to take control was
overwhelmingly voted down in February 2025.

 

·    What Saba isn't telling you: The Board believes that Saba's
objectives have not changed. Saba continues to prioritise its own commercial
interests to the potential detriment of other shareholders.

o  Saba's nominee directors would not be independent. All three have been
selected by Saba, and their appointment in place of the current directors
would effectively hand Saba control of the Company.

o  Saba has not disclosed its plans should it gain control. It previously
stated its intention to be appointed as investment manager, which would
fundamentally change the Company's investment strategy and financially benefit
Saba.

 

·    What you would lose: Shareholders have chosen EWIT because it offers
a unique and distinctive portfolio of disruptive and transformative companies
positioned for long-term growth, including BillionToOne, Echodyne, SHINE
Technologies, PsiQuantum, SpaceX (the Company's largest holding), Axon
Enterprises, and Alnylam Pharmaceuticals. The approach of Saba and its
associates to this portfolio is unknown.

 

·    The Board's policies are working: In early 2024, the Board, under new
leadership, undertook a comprehensive review of the investment mandate, the
manager and its operational capabilities to improve performance and drive long
term value creation for ALL shareholders. The Company is delivering against
this plan:

o  NAV total return of +16.2% over last 12 months compared to +6.0% for the
S&P Global Small Cap Index (the Company's benchmark). ((1))

o  An enhanced share buy-back programme that has contributed to an average
discount over the last 12 months of 5.3%, a top quartile outcome in the Equity
Investment Companies sector and significantly narrower than the Global Smaller
Companies peer group weighted average discount of 17.9%. ((1) (2))

 

·    The Company you know is in danger: Saba's shareholding is now larger
than when it previously attempted to seize control in February. This
significantly increases the possibility of Saba succeeding this time.

 

It is critical that all shareholders who wish to prevent Saba from taking
control use their votes.

 

Jonathan Simpson-Dent, Chair of Edinburgh Worldwide commented:

 

"Since this Board set out its Path for Growth strategy just over twelve months
ago, the Company has made strong progress. Performance has exceeded the
benchmark, and the discount compares very favourably with peers. Shareholders
are benefiting from access to a distinctive, diversified global portfolio of
high-growth companies, both public and private, which we are confident can
deliver long-term outperformance.

 

Despite this significant progress, an aggressive US hedge fund wants to remove
the entire Board and replace it with its own three US nominees in another
attempt to seize control for its own commercial advantage, at the expense of
other shareholders. We urge Saba to explain to EWIT shareholders its
intentions beyond replacing the Board, to allow shareholders to make an
informed choice in January rather than face considerable uncertainty should it
succeed.

 

Your vote is more important than ever, particularly considering Saba's
enlarged stake. If shareholders want to keep the Company out of Saba's control
and ensure they have a voice in its future, they must turn out and vote in
even greater numbers than before."

 

Full details of how to vote will be available in the circular. Shareholders
will also be able to find voting information and further support at
www.TrustEWIT.com.

 

 

Why the Board will be recommending shareholders VOTE AGAINST Saba's demands

 

1.    The Board believes that Saba is attempting to seize control of the
Company to prioritise its own commercial interests to the potential detriment
of other shareholders

 

·    Saba's proposed nominees would not be independent. All have been
selected by Saba, including one candidate, Mr Trenkow, who was previously put
forward by Saba for another board position. (3)

 

·    Furthermore, all three nominees are based in the US and appear to
have no experience in managing or overseeing UK investment trusts, or
UK-listed companies, or operating within the UK's regulatory frameworks.

 

·    By contrast, your current Board is fully independent, brings proven
expertise in managing UK listed investment trusts, and consistently strives to
act in the best interests of shareholders as a whole.

 

·    Saba is not telling you what its plans are because shareholders, as
they clearly expressed 10 months ago, will not like them. When Saba last
requisitioned a meeting, its stated intention was to appoint itself as
investment manager (therefore benefitting from associated fees) and change the
investment strategy. This time round, it has chosen to remain silent, hoping
that shareholders will not focus on its real motives.

 

2.    Saba has no interest in alternative strategies that would benefit all
shareholders

 

·    The Board has made numerous efforts to engage with Saba to understand
its objectives and to propose solutions that are in the interests of
shareholders as a whole. These efforts included a tender offer proposal, as
well as a possible merger with Baillie Gifford US Growth Trust plc ("USA"),
which would offer continued exposure to a market with the most compelling
growth opportunities, investing in exciting public and private companies
predominantly in the US, a natural evolution of EWIT's existing approach and
accompanied by a cash option. Saba has rejected all of these options and has
once again reiterated its intention to remove the Board and install its own
nominees.

 

·    Saba's recent actions, including its lack of transparency, consistent
refusal to engage with any credible solutions, and launching a new ETF focused
solely on UK investment companies, leave the Board in no doubt about its
ultimate motive - to seize control of the Company in a manner that prioritises
its own commercial interests to the potential detriment of other shareholders.

 

3.    EWIT currently offers shareholders a unique and distinctive portfolio
of disruptive and transformative companies positioned for long-term growth

 

·    EWIT invests in both private and public companies, offering
shareholders the potential to access long-term capital appreciation in the
unlisted space, often unavailable publicly, while preserving an appropriate
level of risk and liquidity profile through its listed investments. This
unique strategy is at risk under Saba.

 

·    Shareholders benefit from Baillie Gifford's specialist expertise and
primary access to early-stage, high-potential, investment opportunities in
emerging companies operating at the frontiers of scientific, technological and
process innovation. The current portfolio includes: (4)

 

o  BillionToOne - has built a pioneering molecular counting platform which
can help quantify nearly undetectable DNA changes, unlocking improvements to
non-invasive prenatal screening and liquid biopsy. The company recently listed
on the Nasdaq Stock Exchange after being held privately in EWIT since 2022 and
has delivered a 421% absolute return.

 

o  Echodyne - is the emerging leader in compact yet powerful radar systems.
EWIT led the last funding round alongside Bill Gates back in 2022. It has
grown rapidly and profitably since, as the critical need for robust defences
against drone-based incursions and attacks has become increasingly apparent.
There is an enormous market opportunity here which we believe Echodyne are
uniquely positioned to serve.

 

o  SHINE Technologies - one of the only companies to have successfully
commercialised fusion technology today and scaling out the production of
critical medical isotopes, material testing, and nuclear waste recycling, all
without the need for expensive reactors. EWIT first invested in 2021, ahead of
the global resurgence in nuclear power and industry, which has created a
strong series of tailwinds for the company.

 

o  PsiQuantum - the scalable approach to quantum computing, fully compatible
with the existing semiconductor manufacturing infrastructure. Its advanced
capabilities, expected to come online before the end of the decade, have the
potential to radically transform entire industries. EWIT first invested in
2019, years before the current market attention, and it has already delivered
a 697% absolute return.

 

o  SpaceX - EWIT first invested in 2018, recognising its long-term potential
to radically improve the accessibility and economics of space-based
communication and logistics. It has been the highest conviction position in
the Company for over three years, delivering an absolute return of 947%.
During EWIT's ownership, it has become one of the most valuable private
companies in the world. As announced on 16 December 2025, the valuation of
SpaceX was adjusted upwards and now makes up 15.9% of the Company's total
assets as at 15 December 2025.

 

o  Axon Enterprises - since EWIT's early investment in 2018 the company has
evolved from a niche hardware provider into a multi-billion dollar
subscription service, distributing tasers, cameras, drones, AI, and cloud
services into the global safety and security market. The increasing value and
innovation it brings to customers has allowed it to grow revenue consistently
above 25% for the last 14 quarters.

 

o  Alnylam Pharmaceuticals - a global leader and pioneer in RNA interference
(RNAi) therapeutics, harnessing gene-silencing technology to create a new
class of medicines for patients with genetically defined diseases. The company
has successfully translated Nobel Prize winning scientific research and
decades of clinical expertise into a portfolio of approved therapies
generating multiple billions of dollars and a broad pipeline targeting
significant unmet medical needs. EWIT first invested in Alnylam in 2014.

 

·    The Board is confident that EWIT's high-quality portfolio offers
significant upside potential and can deliver long-term value for all
shareholders. The future of this portfolio under Saba is uncertain.

 

4.    In early 2024, the Board, under new leadership, undertook a
comprehensive review of the mandate, the manager and its operational
capabilities to improve performance and drive long-term value creation for ALL
shareholders

 

·    As part of a comprehensive review, the Board reassessed the validity
of the current mandate and conducted a rigorous evaluation of Baillie
Gifford's performance and operational capabilities. The review reaffirmed both
the long-term value of investing in disruptive and transformative businesses
and Baillie Gifford's strength in identifying, accessing and managing such
opportunities. It also highlighted the potential for improvements in focus,
portfolio construction and execution to deliver stronger performance.

 

·    Following this review, several changes were implemented as part of
its Path for Growth strategy, including:

o  Enhancing the team composition and structure at Baillie Gifford.

o  Rebalancing the portfolio to improve focus and resilience, including a
reduction in the number of holdings to allow greater scrutiny.

o  Evolving the investment policy, specifically broadening access to a wider
pool of global small cap businesses, recognising that attractive opportunities
that fit within the Company's mandate are no longer of the market
capitalisation size that they were.

 

·    In addition, the Board committed to provide enhanced liquidity to
shareholders, continuing a share buy-back programme and to consider the
options for a significant capital return programme of up to £130m.

 

5.    Shareholders have benefitted from these actions with a NAV total
return of +16.2% over one year compared to the +6.0% benchmark S&P Global
Small Cap Index((1))

 

·    The Board notes that Saba has chosen not to reference the Company's
outperformance since the implementation of its Path for Growth strategy and
since launching its first attack on the Company in December 2024. Nor has it
referenced the latent value in the portfolio.

 

·    The Board is implementing an enhanced share buy-back programme that
has contributed to an average discount over the last 12 months of 5.3%, a top
quartile outcome in the Equity Investment Companies sector and significantly
narrower than the Global Smaller Companies peer group weighted average
discount of 17.9%. ((1) (2))

 

·    Over the past decade, EWIT has achieved a NAV total return of
approximately 119.9% for shareholders. The Board remains excited and confident
in the Company's ability to deliver long-term shareholder value.

 

6.    Your Board remains fully committed to maximising long-term value for
ALL shareholders. If Saba's proposals are rejected, in 2026, the Board will
work collaboratively with all shareholders, including Saba, to develop and
evolve its growth and innovation mandate in the interest of all shareholders

 

·    First and foremost, the Board will ensure an unwavering focus on
delivering its Path for Growth strategy, challenging the investment manager to
build on recent performance momentum.

 

·    In addition, the Board will continue to evaluate a range of strategic
options with the potential to benefit all shareholders. A possible merger with
USA is one such option, offering shareholders an expanded growth and
innovation mandate and a natural evolution of the Company's focus on
disruptive and transformative businesses positioned for long-term growth. The
merger would be implemented by way of a scheme of reconstruction of EWIT under
section 110 of the Insolvency Act 1986.

 

·    Notwithstanding the strategic and financial rationale for the
proposed merger with USA, the Board reiterates its commitment to deliver its
Path for Growth strategy while considering a range of potential options to
deliver maximum value for all shareholders.

 

7.    Shareholders cannot take for granted that Saba will be defeated
again. Your vote matters.

 

·    Saba has increased its stake from around 25% at the time of the last
vote to over 30% today. This makes your vote more important than ever. If
shareholders want to keep the Company out of Saba's hands, they must turn out
and vote in even greater numbers than before.

 

 

For further information please contact:

 

Investors:

Deutsche Numis

Nathan Brown

Tel: +44 20 7547 0569

nathan.brown@dbnumis.com

Matt Goss

Tel: +44 20 7547 0541

matt.goss@dbnumis.com

 

Media:

Greenbrook Advisory

Rob White / Peter Hewer

+44 207 952 2000

ewit@greenbrookadvisory.com

 

Company Secretary:

Baillie Gifford & Co Limited

crtallenquiries@bailliegifford.com

Tel 0131 275 2000

 

Notes:

 

(1)   All data sourced from LSE Workspace to 30 November 2025.

 

(2)   Quartiling within all Equity Investment Companies under Deutsche Numis
Research data coverage.

 

(3)   Saba previously nominated Mr Trenkow as
(https://protect.checkpoint.com/v2/r02/___https:/www.businesswire.com/news/home/20241217573649/en/Saba-Capital-Launches-Campaign-to-Deliver-Value-to-Shareholders-of-Seven-U.K.-Investment-Trusts___.YXAxZTpncmVlbmJyb29rYWR2aXNvcnk6YzpvOjE3ZGMwODRlMTlhNmNiYzJiOGE5MTc2YjZiZWY4NTc4Ojc6NzE0OTpiMGIwODEzNzczZDhmZTFkMWMxYzdjNWJiMmQ2YzVkMTM1NjUwZmM5NjZmMDVjNGZiODU2OTdjMDZlMjQ5ZDhjOnA6VDpO)
a new director for Herald Investment Trust PLC in December 2024: Saba Capital
Launches Campaign to Deliver Value to Shareholders of Seven U.K. Investment
Trusts
(https://protect.checkpoint.com/v2/r02/___https:/www.businesswire.com/news/home/20241217573649/en/Saba-Capital-Launches-Campaign-to-Deliver-Value-to-Shareholders-of-Seven-U.K.-Investment-Trusts___.YXAxZTpncmVlbmJyb29rYWR2aXNvcnk6YzpvOjE3ZGMwODRlMTlhNmNiYzJiOGE5MTc2YjZiZWY4NTc4Ojc6NzE0OTpiMGIwODEzNzczZDhmZTFkMWMxYzdjNWJiMmQ2YzVkMTM1NjUwZmM5NjZmMDVjNGZiODU2OTdjMDZlMjQ5ZDhjOnA6VDpO)

 

(4)   Absolute return attribution data to 30 November 2025. It should be
noted that the Company announced an upward revaluation of SpaceX on 16
December 2025.

 

 

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