EWIT directors to be ousted as Saba takes control – Daily Business

Jonathan Simpson-Dent: wake-up call (pic: DB Media Services)

One of Scotland’s biggest investment trusts expects to see a boardroom bloodbath today as a New York predator seeks to cash in on its holding in Elon Musk’s SpaceX.

Voting intentions ahead of the AGM of Edinburgh Worldwide Investment Trust indicate that the board will lose all resolutions and five board members seeking re-election will be forced to step down. Another director was already retiring.

It is also expected that the resolutions to appoint Saba Capital Management’s three nominees to the board will be approved by the requisite majority.

Chairman Jonathan Simpson-Dent, Mary Gunn, Jane McCracken, Caroline Roxburgh, Gregory Eckersley and Mungo Wilson will cease to be directors of the Baillie Gifford managed company after the AGM.

Saba nominees Gabriel Gliksberg, Jassen Trenkow and Michael Joseph will be appointed as directors of the company.

Mr Simpson-Dent said the expected outcome of the vote should be a “wake-up call” for the investment trust sector which has been under constant attack from Saba.

EWIT said the outcome primarily reflects a material reduction in ownership by private wealth and retail shareholders facing the reality of Saba’s likely effective control of the company.

Notably, the recent selling from these groups has largely come from previously engaged shareholders who had previously voted in support of the board.

As a result, voting in favour of the board from private wealth and retail holders has declined since Saba’s previous requisitions both in absolute terms and as a proportion of their remaining shareholdings.

In addition, a further US investment fund with a material holding has voted against the board. This brings the number of US investment fund shareholders not supporting the board to four, including Saba, collectively representing more than 40% of the company’s issued share capital.

Mr Simpson-Dent said: “This is a disappointing day for our long-standing shareholders who are set to lose exposure to this exciting mandate focused on next-generation technology, seemingly in favour of Saba’s plan to invest in other UK investment trusts.

“Retail and private wealth shareholders have been ground down by Saba’s repeated attacks. A significant number have already chosen to exit the company, replaced by institutions seeking to capture the upside potential in EWIT’s substantial SpaceX exposure.

“I expect many more retail and private wealth shareholders to follow. This should represent a wake-up call for the investment trust sector and its regulators.

“Throughout the period since the implementation of our path to growth strategy 18 months ago, the Board has maintained its focus on governance and performance, delivering strong NAV returns of 44% and a 21% outperformance relative to its benchmark.

Saba is led by Boaz Weinstein

“I would like to thank shareholders for their engagement and support, as well as my fellow board members and the many other stakeholders, including the media, who have worked to highlight the risks associated with Saba’s proposals and to encourage retail shareholder participation.”

Richard Stone, chief executive of the Association of Investment Companies (AIC), said: “Thousands of shareholders will be disappointed by this announcement, having twice rejected directors nominated by Saba only to see them appointed to the board at the third attempt.

“The new board of Edinburgh Worldwide has important legal and regulatory responsibilities to act independently and in the interests of all shareholders. There will be intense scrutiny of their actions and we expect them to follow a proper process if seeking to change the manager or the mandate.

“The new directors will need to bear in mind that non-Saba shareholders have resoundingly supported the existing mandate, turning out in record numbers to back the board on two previous occasions. Before any changes of manager or mandate are even considered, shareholders should be given opportunities to exit, both before and after a potential SpaceX IPO.

“Saba has made various proposals about what should happen if its nominated directors are appointed. However, these are matters for the board. We call on the new board to make clear their intentions and plans as soon as possible so that all shareholders can have confidence in their approach.

“The bigger picture here is that a minority shareholder has been able to control the future direction of an investment trust against the wishes of the vast majority of other investors who did not want this outcome.

“We are seeking changes to the Listing Rules to address gaps that Saba has exposed, and it’s imperative that the government puts in place voting legislation to make sure all shareholders get the information and voting rights they are entitled to.

“Though the end result will not be what retail shareholders wanted, the commitment that they have shown to supporting their trust is extraordinary – turning out in record numbers to back the existing board and mandate.

“This would not have been possible without the support of the British media, voting agencies, wealth managers and many others who care deeply about the investment trust sector.”

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