British investment firm Edinburgh Worldwide Investment Trust PLC has urged shareholders to reject a renewed takeover attempt by U.S. hedge fund Saba Capital Management, warning that the activist investor’s proposals could undermine the trust’s long-term strategy and governance.
In a statement released Tuesday, Edinburgh Worldwide called on investors to vote against all resolutions submitted by Saba ahead of a general meeting scheduled for January 20.
Saba, a significant shareholder in the trust, proposed earlier this month to remove all six independent non-executive directors and replace them with three nominees of its own. Edinburgh Worldwide argued that these nominees would not be independent and that their appointment would effectively place the trust under Saba’s control.
The board said such a move could shift decision-making toward Saba’s commercial interests at the expense of other shareholders. It also criticized the hedge fund for failing to outline clear plans for the trust should its proposals succeed.
“Your vote matters,” the board said. “If you do not vote, then the Edinburgh Worldwide strategy that you know and have invested in will cease to exist.”
Edinburgh Worldwide highlighted what it described as strong recent performance, reporting a 20.5% net asset value total return over the past 12 months, ahead of its benchmark. The board also pointed to its ongoing share buyback program, which it said has helped narrow the trust’s share price discount relative to peers.
This is the second attempt by Saba within a year to gain control of the trust. A similar proposal was overwhelmingly rejected in February, with 98.4% of votes cast against the resolutions, excluding Saba and its associates.
Chair Jonathan Simpson-Dent urged shareholders to protect the trust’s distinctive investment strategy, which focuses on emerging and disruptive companies. He accused Saba of seeking to take control in order to generate fee income by appointing itself as investment manager.
“A board selected exclusively by Saba would give it full control,” Simpson-Dent said, adding that this would allow the hedge fund to install itself as manager and “fundamentally change the company’s unique strategy for its own financial benefit.”
The dispute follows Saba’s opposition to a near-finalized merger between Edinburgh Worldwide and Baillie Gifford US Growth Trust PLC, where Saba is also the largest shareholder.
Saba is being advised by White & Case LLP, while Dentons represents Edinburgh Worldwide. Stephenson Harwood LLP is advising Baillie Gifford.
