Saba Escalates War on Edinburgh Worldwide, Seeks Full Board Ouster

LONDON, UK – December 29, 2025 – A bitter proxy battle has erupted at Edinburgh Worldwide Investment Trust PLC (EWI), as its largest shareholder, Saba Capital Management, L.P., launched an aggressive campaign to oust the entire board of directors. In a detailed presentation released to the public, the activist investor has called for the removal of all six incumbent directors, including Chairman Jonathan Simpson-Dent, citing a litany of governance failures, conflicts of interest, and persistent underperformance.

The move sets the stage for a high-stakes showdown at a General Meeting scheduled for January 20, 2026. Saba, which holds a stake of approximately 30% in the Baillie Gifford-managed trust, is urging fellow shareholders to vote for its three proposed independent director nominees: Gabi Gliksberg, Michael Joseph, and Jassen Trenkow. The firm argues that only a complete overhaul can restore accountability and maximize value for investors who have endured years of volatility.

Governance and Trust Under Scrutiny

At the heart of Saba's case are serious allegations leveled against the board's leadership, particularly Chairman Jonathan Simpson-Dent. Saba’s presentation highlights that from 2007 to 2009, Mr. Simpson-Dent served as CFO of HomeServe plc and as a director of its subsidiary, HomeServe Membership Limited. This subsidiary was later hit with a record-breaking £30.6 million fine by the Financial Conduct Authority (FCA) in 2014 for systemic mis-selling and poor complaint handling that occurred between 2005 and 2011. Saba contends that EWI failed to disclose this crucial information at the time of Mr. Simpson-Dent’s appointment, a potential breach of FCA Listing Rules that has cast a long shadow over the board's due diligence processes.

The activist investor also questioned the financial acumen of the board's newest member, Gregory Eckersley. Saba pointed to Mr. Eckersley's tenure as interim CFO at Lekoil Limited, a period during which the company was defrauded of $600,000 in a sham loan agreement with individuals falsely claiming to represent the Qatar Investment Authority. While a subsequent independent audit found no evidence of complicity from any Lekoil director, Saba argues the incident raises serious questions about the judgment and oversight he brings to EWI's audit committee.

Further criticism was directed at Mungo Wilson, the board's longest-serving director. Having been appointed in December 2016, his tenure is approaching the nine-year mark, a threshold at which the Association of Investment Companies' Code of Corporate Governance suggests a director should no longer be considered independent. Saba argues his continued presence compromises the board's objectivity.

A Tale of Performance, Pay, and Pawns

Saba’s campaign is fueled by what it calls "five years of massive value destruction." The firm has lambasted the board for rewarding its Chairman with a nearly 50% pay increase during a period when the trust's Net Asset Value (NAV) return was a meager 6.2%. This accusation is central to Saba's narrative of a board disconnected from the shareholder experience.

Boaz Weinstein, Saba’s Founder and Chief Investment Officer, did not mince words. "Under the leadership of Jonathan Simpson-Dent, the EWI Board has operated as a pawn of Baillie Gifford," he stated in the press release. "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."

The sale of a portion of its stake in SpaceX, considered a "crown jewel" in the portfolio, and a subsequently blocked proposal to merge with the Baillie Gifford US Growth Trust—another fund where Saba holds a significant stake—are presented by the activist as proof that the board prioritizes the interests of its manager, Baillie Gifford, over its own investors.

The Board Strikes Back

The EWI board has forcefully rejected Saba’s claims, characterizing the campaign as a self-serving "power grab" designed to benefit the activist's own commercial interests. In communications to shareholders, the board has warned investors "not to be fooled" by Saba's proposals, suggesting the activist's ultimate goal is to seize control of the company.

In its defense, the board points to a significant recent turnaround in performance. Following a difficult period for its strategy of investing in early-stage growth companies, EWI has reported a NAV total return of 20.9% for the year to December 22, 2025, substantially outperforming the 10.7% return of its benchmark, the S&P Global Small Cap Index. The board argues this demonstrates that its strategy is now delivering results.

This is not the first time the two sides have clashed. In February 2025, shareholders decisively voted against a similar attempt by Saba to reshape the board, with 98.4% of votes, excluding Saba's own stake, backing the incumbent directors. Armed with this prior mandate, the board has since announced a strategic "reset for growth," which includes enhancing the investment team, rebalancing the portfolio, and committing to share repurchases and a potential capital return of up to £130 million to shareholders. The board insists it has a credible plan for value creation that Saba has refused to engage with.

A High-Stakes Showdown for Shareholders

With voting deadlines as early as January 12, 2026, the conflict is rapidly approaching its climax. The outcome will likely be decided by other major institutional shareholders, including Barclays, JPMorgan, and Hargreaves Lansdown, whose votes will be critical in determining the trust's future.

Saba has put forward its own slate of what it calls "truly independent" directors who would not be beholden to Saba or Baillie Gifford. The firm promises its nominees would bring objective perspectives and deep financial backgrounds to evaluate all avenues for value creation, a clear jab at the current board's alleged conflicts and past oversights.

The battle for Edinburgh Worldwide encapsulates a broader trend in the investment trust sector, where persistent discounts to NAV have made boards vulnerable to activist campaigns. For EWI shareholders, the choice is stark. They can either back the incumbent board, trusting that its new strategic initiatives and recent performance upswing are signs of a sustainable recovery, or they can side with Saba's call for a radical overhaul, betting that a new board is the only way to address the deep-seated governance concerns and unlock the trust's true value.