At the annual meeting of Edinburgh Worldwide (LSE: EWI) at the end of April, Saba Capital was at last successful in ousting the trust's directors and replacing them with their own nominees. The US activist had a 30% shareholding in EWI and gained the support of a couple of other sizable investors, and the board was unable to summon a high-enough turnout from the rest of the shareholders to win.
Saba objected to an ill-conceived proposal to merge Edinburgh Worldwide with its sister trust Baillie Gifford US Growth (LSE: USA), which also has Saba as a 29% shareholder. More importantly, it was furious that EWI cut its stake in SpaceX by 35% in October, shortly before the rocket and satellite firm's valuation doubled to $800 billion. Saba demanded to know whether this decision was made by the board or Baillie Gifford.
An obvious answer for Edinburgh Worldwide
The new board says it will now launch a review into Edinburgh Worldwide's “historic significant portfolio activity and related decision-making processes”. Yet the answer seems obvious. Two other trusts managed by Baillie Gifford made more modest reductions in their holdings – USA and Schiehallion (LSE: MNTN) – while Scottish Mortgage (LSE: SMT) made none. If this were a Baillie Gifford decision, all would have sold equally. Almost certainly, Edinburgh Worldwide directors thought their holding in SpaceX was too large and asked to sell. Baillie Gifford would then have offered other trusts the opportunity to reduce. Some did, others didn't.
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A wiser board would have asked Baillie Gifford for advice, followed it, and sold none, or only a small proportion. For that mistake, the directors were rightly ousted. But dismissing Baillie Gifford, who bought the stake in the first place and were unwilling sellers of any of it, would be a terrible mistake.
In the last year, Edinburgh Worldwide shares have returned 70%. The discount to net asset value (NAV) has shrunk to 1%. The NAV return has been 60%, far ahead of market indices, and is rapidly recovering the underperformance of prior years. Strong performance is very likely to continue.
Saba's mooted alternative strategy makes no sense. It wants to take over as manager and use Edinburgh Worldwide to invest in other investment trusts that are trading at large discounts to NAV. The problem is that discounts have fallen to single digits on average and are lower for trusts invested in quoted equities. Higher discounts remain at trusts with illiquid assets, with excessive gearing or where the trust is under the thumb of a controlling shareholder. There is no easy money to be made from activist campaigns against these trusts. Saba did well to invest in the sector, but the opportunity has now gone and is unlikely to reappear for many years.
What will Edinburgh Worldwide do next?
So what will the new directors do? The message is muddled. They say they will “continue to work closely with Baillie Gifford regarding the company's holding in SpaceX and potential future liquidity initiatives”. They promise a tender offer after SpaceX's initial public offering (IPO). With the shares trading so close to NAV, this is unnecessary. In any case, Edinburgh Worldwide will be locked into its SpaceX holding for six months after the IPO, so “working closely with Baillie Gifford” implies retaining it as manager for now.
They propose appointing new directors, which will be difficult without clarity on the manager and strategy. The best solution is surely to renew the agreement with Baillie Gifford and let it get on with the job that it was doing rather well.
That would make Saba's activist campaign completely pointless. It might cause Saba to call another extraordinary general meeting to seek to replace the directors it has just appointed. But it is more likely that Saba would just sell its stake at a large profit and walk away. Let's hope the new board shows that its claim to be independent of Saba is for real.
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