The board of Edinburgh Worldwide Investment Trust has called on its New York pursuer to clarify its demands ahead of a crucial meeting of shareholders next month.
In a letter sent today it says Boaz Weinstein, founder and chief investment officer of Saba Capital Management, has “stayed silent” on its strategy.
The Baillie Gifford managed trust is demanding he provides full disclosure of its reasons for wanting to remove the EWIT board and replace it with its own nominees.
The letter was sent after Saba last night highlighted governance concerns at the trust and failure to disclose chair Jonathan Simpson-Dent’s role as CFO at HomeServe, which received the largest retail company fine in FCA history.
Saba has also questioned the “trustworthiness” of the audit and financial expertise of EWIT’s newest director, Gregory Eckersley, and highlights how the longest tenured director – Mungo Wilson – “should no longer be considered independent per the AIC Code of Corporate Governance”.
Once again, Saba pointed to the “mishandled SpaceX sell-down and the proposed merger with US Growth as recent examples of the board’s value-destructive pattern of prioritising the interests of Baillie Gifford over shareholders.”
Mr Weinstein said: “Under the leadership of Jonathan Simpson-Dent, the EWT board has operated as a pawn of Baillie Gifford.
“After five years of massive value destruction and a continued refusal to publicly confront Baillie Gifford’s recent mishandling of EWI’s SpaceX holding, there is no world in which Mr Simpson-Dent or any member of this board can accurately claim they are committed to maximising value for shareholders.
“Time and again, the board has given Baillie Gifford a free pass and shareholders have consistently paid the price.”
In its letter EWIT states that less than a year ago Mr Weinstein launched a similar campaign to replace the independent investment manager with Saba, change the investment strategy and pursue a liquidity event.
“That proposal was overwhelmingly rejected by shareholders who recognised your objectives for what they were – an attempt to take control of the board in order to pursue your own agenda rather than the long-term interests of EWIT shareholders as a whole,” says the letter.
“Twelve months on, you have launched a substantially similar campaign although this time you have stayed silent on your agenda.
“We can only assume it is the same as before. As you are aware, our board has sought to engage constructively with you on numerous occasions. We have proposed a number of credible options that would have provided liquidity and choice for all shareholders. You have rejected every proposal.
“As shareholders consider the resolutions you have put forward, it is both reasonable and necessary that they do so with full disclosure. Against that background, we believe you owe shareholders clear and direct answers to the following questions.”
The board of the trust specifically wants to know it Mr Weinstein intends to change the investment manager, the strategy and fees.
It has demanded “clear and unambiguous answers to these questions by no later than 5 January so that shareholders may properly assess your proposals and make an informed choice.”
The meeting, requested by Saba, will take place on 20 January.
Saba wants to:
- Remove the “underperforming” incumbent directors: Jonathan Simpson-Dent, Mungo Wilson, Caroline Roxburgh, Jane McCracken, Mary Gunn and Gregory Eckersley.
- Elect three new independent directors – Gabi Gliksberg, Michael Joseph and Jassen Trenkow – “who bring the right experience and objectivity to maximise long-term value creation for all shareholders”.
Analyst warns shareholders over Saba’s plans
Saba claims the board members it proposes are independent, but Kepler Trust Intelligence says there is speculation that Saba wishes to run its own investment trust. Control of the board would give Saba the ability to hand itself the management contract.
Kepler has questioned Saba’s criticisms of Edinburgh Worldwide’s board based around performance as “we don’t think they are actually relevant or worth responding to in depth as they are clearly an afterthought and have been prepared with no care or attention”.
Kepler says Saba’s criticism on performance is based on a comparison to the FTSE All Share, which it describes as “the trust’s own self-selected benchmark”.
It points out that the trust’s own self-selected benchmark is the S&P Global Small Cap Index. EWI has delivered a NAV total return of 20.9% in 2025, well ahead of this benchmark’s return of 10.7% (to 22/12/2025). EWI’s shares have also outperformed, delivering a 12.5% total return, with the discount averaging a modest 5.8% over the year.
“We suggest that Saba’s approach to EWI has nothing to do with performance but is based purely on their intention to launch an investment trust or ETF which will roll up investment trusts on a discount, which is definitely not something its fellow shareholders wanted when they bought EWI shares.
“They have been offered two opportunities to exit their investment close to NAV, via a tender and via a proposed merger with Baillie Gifford USA Growth, which would include a cash exit option. Clearly they have other plans.
“Were Saba to win control of the board, they would be handed carte blanche to do what they will with the £864m of total assets. In the absence of any information to the contrary, we have to assume the mandate would completely change from investing in global smaller companies to buying discounted investment trusts to wind them down, perhaps benchmarked to the MSCI Latin America Equal Weight Index.
“In short, we view the approach as cynical, and by timing their approach around the Christmas holidays, just as they did last year, we suspect Saba is trying to shorten the amount of time the board has to respond and for shareholders to vote, making it as difficult as possible for them to do so, which is disappointing given [its] claim to be acting in the interests of all shareholders.
“We think shareholders should vote against Saba’s proposals.”
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