Saba Escalates War on EWI Board Ahead of High-Stakes Shareholder Vote

LONDON, UK – December 29, 2025 – The battle for the future of Edinburgh Worldwide Investment Trust PLC (EWI) has reached a fever pitch as its largest shareholder, Saba Capital Management, launched a blistering new offensive to oust the trust's entire board of directors. In a detailed presentation, the activist investor, led by founder Boaz Weinstein, has laid out a series of damning allegations ranging from governance failures to massive value destruction, urging fellow shareholders to vote for a complete overhaul at a General Meeting scheduled for January 20, 2026.

EWI's board has vehemently rejected the claims, firing back that Saba's campaign is a self-serving "power grab" designed to seize control of the company. The escalating war of words sets the stage for a dramatic showdown that could not only determine the fate of the Baillie Gifford-managed trust but also send shockwaves through the entire UK investment trust sector, where shareholder activism is on a marked rise.

Allegations of Governance Failures

At the heart of Saba's renewed campaign are pointed accusations against the judgment and transparency of key EWI board members. The activist firm alleges that the trust failed to disclose that its Chairman, Jonathan Simpson-Dent, was the Chief Financial Officer of HomeServe plc during a period that led to the company receiving a record £30 million fine from the Financial Conduct Authority (FCA) in 2014 for systemic mis-selling and a "profit-driven culture."

Saba argues that this history is critical for shareholders evaluating the board's leadership, especially as Simpson-Dent received a nearly 50% pay increase and promotion to Chairman despite what Saba terms EWI's "dire underperformance." The allegations extend to other directors, with Saba questioning the judgment of Gregory Eckersley, who served as interim CFO of Nigerian oil firm Lekoil Limited when it was embroiled in a 2020 fraud scandal involving a fake $184 million loan agreement.

Furthermore, Saba contends that director Mungo Wilson, who has served on the board since 2016, can no longer be considered independent under the UK's AIC Code of Corporate Governance, which generally presumes independence is compromised after nine years of service. Saba frames these points as evidence of a complacent board that is failing in its duty to hold the fund manager, Baillie Gifford, accountable.

To remedy this, Saba has proposed three new independent directors—Gabi Gliksberg, Michael Joseph, and Jassen Trenkow—who they argue possess the necessary experience and objectivity to maximize long-term value for all shareholders.

EWI's Staunch Defense and Turnaround Narrative

Edinburgh Worldwide Investment Trust has mounted a robust defense, urging shareholders to reject what it calls a disruptive and self-interested campaign. In a direct address to investors, Chairman Jonathan Simpson-Dent accused Saba of attempting "to gain control of the company to prioritise their own commercial interests," which would result in a board answerable to a single shareholder.

The board is countering Saba's narrative of long-term failure by highlighting a significant recent turnaround. EWI claims that since the board "reset the company on a path for growth" a year ago, it has delivered a Net Asset Value (NAV) total return of over 16% in the last 12 months, handily outperforming the 6% growth of its benchmark, the S&P Global Small Cap Index. Over a three-year period, its NAV return of 19.1% also surpassed the benchmark's 11.6%.

EWI's leadership also points to its proactive management of the trust's discount to NAV, a persistent issue across the sector. They report an average discount of just over 5% in the past year, which is significantly narrower than the nearly 18% weighted average for its peer group. The board presents this as clear evidence of effective stewardship that directly benefits shareholders.

This is not the first clash between the two parties. Saba's initial attempt to overhaul the board in February 2025 was overwhelmingly defeated, with 98.4% of non-Saba shareholders voting to support the incumbent directors. EWI's board is hoping for a similar outcome, arguing that its strategy is delivering results and that Saba's proposed directors would lack true independence.

A Battle of Numbers and Strategy

The dispute exposes a stark contrast in how performance is measured. Saba focuses on the long-term picture, citing a five-year share price total return of -38.1% and a NAV total return of -32.3%, which it claims underperformed the FTSE All-Share Index by over 100 percentage points. For Saba, this demonstrates a fundamental failure that recent positive performance cannot erase.

A key point of strategic contention is the board's decision to sell approximately one-third of EWI's valuable stake in the privately held company SpaceX. Saba has lambasted the move, alleging it was executed without shareholder consultation and at a valuation far below market expectations, primarily benefiting the fund manager, Baillie Gifford. The sale was linked to a proposed, and ultimately failed, merger with the Baillie Gifford US Growth Trust, a move Saba actively opposed and derailed.

EWI's board has characterized Saba's opposition to the merger as prioritizing its own agenda over that of other shareholders, while Saba maintains it was protecting investors from a value-destructive transaction. The conflicting narratives leave shareholders to decide whether the board's recent performance and discount management outweigh Saba's allegations of long-term underperformance and questionable strategic decisions.

A Bellwether for UK Investment Trusts

The high-profile proxy battle at EWI is emblematic of a broader trend sweeping the UK investment trust sector. US-based activists like Saba have increasingly turned their attention to the UK market, drawn by the persistently wide discounts to NAV that have plagued many trusts since 2022. These discounts, which activists see as an arbitrage opportunity, have made boards vulnerable to challenges over performance and governance.

Saba Capital, with a long history of activism in the equivalent US closed-end fund market, has launched campaigns against at least seven UK trusts since late 2024. While not always successful in their immediate goals, these campaigns have put boards on notice, prompting some to proactively address shareholder concerns through fee reforms and tender offers to narrow discounts.

Industry bodies like the Association of Investment Companies (AIC) have voiced concerns over the trend, calling for reviews of governance rules to protect retail investors from activists who may seek control for short-term gain. As the January 20th vote approaches, the outcome of the EWI fight will be closely watched. A victory for Saba could embolden activists and force a reckoning on board independence and manager accountability across the sector, while a victory for the incumbent board could signal that shareholders are willing to back a long-term strategy, provided recent performance shows promise.