ISS backs Edinburgh Worldwide’s board as Saba questions SpaceX selloff

The independent voting adviser ISS has recommended that shareholders vote against activist investor Saba Capital Management’s proposals to replace the board of Edinburgh Worldwide Investment Trust (EWIT) at the upcoming general meeting on 20 January.

“For a second time within a year, independent voting adviser ISS has recommended that shareholders vote against ALL of Saba's resolutions,” said Jonathan Simpson-Dent, chair of Edinburgh Worldwide (LON:EWI). “We strongly encourage shareholders not to be complacent and remind everyone that Saba holds a larger shareholding and therefore more voting power this time.”

Simpson-Dent also confirmed he would host a live Q&A session to answer any shareholder questions at 2pm on Friday 9 January.

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On 27 November 2025, Saba announced plans to requisition a general meeting of Edinburgh Worldwide’s shareholders, aimed at replacing the investment trust’s current board with three independent directors of its choosing. This followed similar attempts at seven investment trusts last year.

That attempt was unsuccessful, with shareholders of all seven investment trusts rejecting Saba’s proposals.

Saba questions EWIT’s SpaceX selloff

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.

SpaceX, the space exploration company founded by Tesla CEO Elon Musk, is targeting an IPO in 2026 that would value the company at $1.5 trillion, according to Bloomberg.

In December, SpaceX sold insiders’ shares at $421, approximately double the $212 per share sale in July which valued it at $400 billion – implying a current value of $800 billion.

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.

SpaceX is, for many investors, the greatest appeal of owning EWIT.

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), another investment trust that is managed, like EWIT, by Baillie Gifford.

EWIT and USA discussed the merger with Saba, but the activist investor rejected the move. Given the size of Saba’s shareholding in both trusts, the merger cannot take place without its support.

Saba put nine questions to EWIT’s board regarding the sell-down of its stake in SpaceX, which it estimates cost the trust £37 million, and the proposed merger with USA. It requested a response to these questions by 9 January.

“Unless 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,” said Weinstein.

EWIT’s chair, Jonathan Simpson-Dent, is hosting an open Q&A session to respond to shareholder questions on Friday 9 January at 2pm GMT.

A spokesperson for EWIT said: “Saba’s 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’s aggressive campaign to achieve its ultimate objective – 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’s misleading assertations on SpaceX.”

Saba’s concerns over EWIT board explained

Saba’s open letter follows a presentation published on 29 December, in which Saba provided further detail on its reasons for seeking to displace EWIT’s board.

In the presentation, Saba disputed EWIT’s 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’t have any control over the trust and that it therefore doesn’t know what their plans might be.

It criticised EWIT’s claims to be maximising long-term value for all shareholders, claiming that EWIT’s 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’s interests rather than those of shareholders.

It drew attention to Simpson-Dent’s previous position as chief financial officer of HomeServe from 2007 to 2009. The FCA fined HomeServe over £30 million for breaching its Principles of Business between 2006 to 2011. Saba claimed that the FCA’s fine of HomeServe and criticism of HomeServe’s board and senior management – both of which Simpson-Dent was a member of – were not disclosed when he was appointed to EWIT’s board.

In response, a spokesperson for EWIT issued the following statement: “Saba’s presentation contains numerous inaccurate statements designed to mislead shareholders as part of this US hedge fund’s aggressive campaign to achieve its ultimate objective – to seize control of the Company for its own commercial advantage at the expense of other shareholders.

"Saba clearly hasn’t 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’s announcement made at the time of his appointment shows that no such breach occurred.

"Saba’s reference to the Chair’s role at HomeServe plc 16 years ago and to the FCA’s 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.

"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.

"Saba’s 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.”

Saba’s presentation can be viewed here.

L&G to vote against Saba’s EWIT proposals

On 6 January, L&G, another institutional EWIT shareholder, announced its intention to vote against Saba’s proposals.

A statement from L&G said that it believes the incumbent board “appears to have been responsive to the contention of underperformance and has effectively managed to reduce its discount to Net Asset Value (‘NAV’).

“Given 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,” the statement continued.

According to Bloomberg, L&G holds approximately 0.5% of EWIT’s shares.

Deadline to vote on Saba’s Edinburgh Worldwide proposals approaching

Richard Stone, chief executive of the Association of Investment Companies (AIC), an industry organisation representing UK investment trusts, cautioned this week that the deadline to vote on Saba's proposals is approaching.

“With the vote announced in the busy period just before Christmas, shareholders may not realise that the voting deadline on their platform is next week,” said Stone.

Shareholders casting their vote through an investment platform may need to vote before the date of the meeting. Deadlines for voting through some of the major platforms are below.

^{Source: Association of Investment Companies}

“It’s critical that private investors have their say on a decision which will determine the future of Edinburgh Worldwide,” said Stone. “Saba owns 30% of the shares so that requires a huge turnout from other shareholders if they want to make their voice heard.”