Activist investor Saba Capital Management has defeated a proposed tender offer by the Edinburgh Worldwide investment trust, leveraging its substantial stake to block an exit route for fellow shareholders and escalating a bitter battle for control of the £800 million fund.
The resolution was rejected at a General Meeting on 10 April, with 53.8% of votes cast against the proposal and 46.2% in favour. The trust’s board confirmed that Saba, which owns approximately 30% of Edinburgh Worldwide (EWI), along with two other institutional shareholders, accounted for the vast majority of the opposition, representing 36.8% of the trust’s total issued shares.
Saba’s Motives and Mounting Criticism
The fund’s move to offer a tender at close to Net Asset Value (NAV) had been framed by its chair, Jonathan Simpson-Dent, as an essential “exit ramp” for investors who did not wish to be locked into a Saba-controlled vehicle. The US-based hedge fund, founded by Boaz Weinstein, has a established strategy of targeting UK investment trusts trading at discounts to NAV to push for changes in governance and management.
Saba’s opposition to the board’s plan is part of a broader campaign to install its own nominees—Gabriel Gliksberg, Jassen Trenkow, and Michael Joseph—at the trust’s Annual General Meeting on 30 April. The board has warned there is a “high likelihood” Saba will succeed, which would likely trigger a change of fund manager and a fundamental shift in investment strategy.
In its criticism, Saba has labelled the performance of the trust, which is managed by Baillie Gifford, as “unacceptable,” stating it ranked 66th out of 66 equity trusts with over £500 million in assets over five years. It has been particularly scathing over Baillie Gifford’s management of the trust’s largest holding: Elon Musk’s SpaceX.
Saba estimates a recent sale of SpaceX shares by the manager could cost shareholders £86 million, or 10.8% of current NAV, claiming it was executed well below the $1.75 trillion valuation the aerospace company is reportedly seeking in a potential IPO. SpaceX, which merged with Musk’s AI venture xAI in February 2026, is EWI’s top holding, accounting for 20.4% of its net assets.
The industry body, the Association of Investment Companies (AIC), has intervened in the dispute. Its chief executive, Richard Stone, stated: “Saba’s vote against the board’s exit tender proposal has deprived other shareholders of an opportunity to exit their investment at close to net asset value while retaining the potential future value from SpaceX.” He added that the “vast majority of non-Saba shareholders” had supported the board’s proposal and did not want to be “trapped in a Saba-controlled vehicle.”
A Contradictory Stance and Future Tender Plans
In a striking turn, Saba had previously outlined its own “enhanced liquidity proposal,” which promised shareholders three options: tender immediately at NAV less costs, tender after a potential SpaceX IPO or liquidity event, or retain their investment. This proposal, however, is conditional on its nominees taking control of the board.
Despite this, Saba stated on 13 April that it would not support any further tender proposals from the incumbent board ahead of the AGM, calling it “irresponsible” to pursue another offer and a waste of shareholders’ time and money. EWI’s board had said it could advance such an offer by 20 April if Saba backed it.
Jonathan Simpson-Dent called the move contradictory. “It is extraordinary that Saba has now chosen to block its own proposal which it claims it is still endorsing,” he said. The board also notes that Saba’s nominated directors are ostensibly independent, meaning there is no guarantee they would execute Saba’s proposed plan if elected.
With its original proposal defeated, EWI’s board indicated it will now pursue the alternative tender offer structure Saba had previously suggested. This would create two windows for shareholders to tender shares at close to NAV: one shortly after the upcoming AGM, and a second following a potential SpaceX IPO or liquidity event.
The AIC has suggested the conflict exposes gaps in the UK’s listing regime, stating that a “disproportionate influence” can be wielded by a substantial minority shareholder. The outcome of the AGM vote on 30 April will now determine the future direction of the trust and the liquidity options available to its shareholders.
