Saba Capital Publishes Open Letter to Shareholders Regarding its Potential Management of Edinburgh Worldwide Investment Trust PLC

If a Newly Constituted Board Decides to Select Saba as the Company’s Investment Manager, Any Potential Material Change in Mandate Will Require Shareholder Approval Under FCA Listing Rules

If Saba is Selected as Manager, Saba Commits to Maintaining EWI’s Current Fee Structure, Continuing to Support its Enhanced Liquidity Proposal and Supporting the Implementation of a Share Buyback Programme

LONDON--(BUSINESS WIRE)--Saba Capital Management, L.P. (together with certain of its affiliates, “Saba” or “we”), the largest shareholder of Edinburgh Worldwide Investment Trust PLC (EWI:LSE) (“EWI” or the “Company”), today published the following open letter to EWI’s shareholders.

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Fellow Shareholders,

We are speaking to you directly because you deserve clarity – not the misinformation that EWI Chairman Jonathan Simpson-Dent has been distributing in an effort to save his position. This is the same chairman who presided over a five-year loss that ranked EWI dead last – 66^th out of 66 – among its peers¹ in a period when global equity markets delivered substantial gains. His goal is not to protect your investment. It is to protect his directorship. In this letter, we provide you with the facts we believe he would prefer you not to have.

In the event shareholders elect a newly constituted, independent Board at EWI’s AGM on 30 April, Saba intends to submit itself to the Board for consideration as the Company’s next investment manager. Any change to EWI’s investment manager, including the potential appointment of Saba as manager, would be at the sole discretion of the Company’s Board, in accordance with its fiduciary duties. No Saba employee, affiliate or other representative will be on the Company’s Board and Saba will have no involvement in Board deliberations.

If the Board independently selects Saba as EWI’s next manager after conducting a robust search process, we are committed to the following management approach:

• Portfolio Mandate: EWI would be repositioned as a portfolio predominantly composed of UK-listed investment trusts, with a global mandate to seek out the best closed-end fund and investment trust opportunities wherever they exist. We expect the majority of the portfolio to be invested in the UK – a market we know deeply and where we see compelling, durable opportunity. The Company would retain its closed-end structure and remain listed on the London Stock Exchange. This is not a strategy of suffering discounts, as EWI shareholders have suffered under Baillie Gifford. Instead, it is a strategy built around profiting from them. This proposed material change to the Company’s investment policy would require approval from the Financial Conduct Authority and a shareholder vote under FCA Listing Rules.

• Management Fees: Management fees would not exceed the current fee structure charged by EWI’s existing manager, Baillie Gifford. This would consist of a tiered annual fee of 0.75% on the first £50 million of net assets, 0.65% on the next £200 million and 0.55% on the remaining assets. This commitment would remain in place for a minimum of 18 months following the appointment of Saba as manager.

• Liquidity and Tender Commitments: Saba reiterates that it would support its Enhanced Liquidity Proposal, on the terms previously disclosed, if put forth by the new Board. The Enhanced Liquidity Proposal would offer shareholders a clear choice between two cash tender offers managed by a new Board, or continued investment under new management. Crucially, it is designed with tax efficiency in mind, allowing shareholders to manage any capital gains consequences on their own terms rather than being forced to crystallise a liability.
  
  Shareholders have been waiting for a genuine liquidity event. The incumbent Board had the opportunity to deliver one and it could not – so there is no reason to believe the outcome will be different next time. Saba’s Enhanced Liquidity Proposal is the only path on the table that delivers actual liquidity, something the current Board has proved incapable of doing. For shareholders and wealth managers with clients seeking resolution, the practical consequence of re-electing the current directors is straightforward: the uncertainty continues and the timeline for any meaningful liquidity remains open-ended. The vote on 30 April is, at its simplest, a choice between the continued stalemate and a real resolution.

• Discount Management: Saba would support the Company’s share price discount to net asset value being maintained within single digits, pursued through an active and disciplined share buyback programme.

• Continuation Vote: Saba would support a continuation vote being held every three years in order to maintain accountability to all EWI shareholders on a regular basis.

• Governance: Saba would advocate for strengthening the Board’s oversight via the appointment of two additional independent UK-based non-executive directors within a reasonable timeframe following Saba’s potential appointment as manager.

We believe these commitments provide a clear, disciplined and shareholder-aligned path forward. While Mr. Simpson-Dent would like you to believe that uncertainty lies ahead if Saba’s nominees are elected, it is our hope that the above commitments show you that is not the case. However, what should concern you is the opposite: the long-term underperformance that is very likely to continue if the current Board remains in place. Ahead of the AGM, we want to ensure you have all of the facts before voting.

Sincerely,
Saba Capital Management, L.P.

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Saba encourages all EWI shareholders to vote FOR Saba’s three independent nominees – Gabriel Gliksberg, Michael Joseph and Jassen Trenkow – and to reject the re-election of the incumbent directors at the upcoming AGM on 30 April.

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About Saba

Saba Capital Management, L.P. is a global alternative asset management firm that seeks to deliver superior risk-adjusted returns for a diverse group of clients. Founded in 2009 by Boaz Weinstein, Saba is a pioneer of credit relative value strategies and capital structure arbitrage. Saba has offices in New York City and London. Learn more at www.sabacapital.com.

Disclaimer

This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance. This announcement is provided merely for general informational purposes and is not intended to be, nor should it be construed as (1) investment, financial, tax or legal advice, or (2) a recommendation to buy, sell or hold any security or other investment, or to pursue any investment style or strategy. Neither the information nor any opinion contained in this announcement constitutes an inducement or offer to purchase or sell or a solicitation of an offer to purchase or sell any securities or other investments in the Company or any other company by Saba or any of its affiliates in any jurisdiction. This announcement does not consider the investment objective, financial situation, suitability or the particular need or circumstances of any specific individual who may access or review this announcement and may not be taken as advice on the merits of any investment decision. This announcement is not intended to provide the sole basis for evaluation of, and does not purport to contain all information that may be required with respect to, any potential investment in the Company. Any person who is in any doubt about the matters to which this announcement relates should consult an authorised financial adviser or other person authorised under the UK Financial Services and Markets Act 2000. To the best of Saba’s ability and belief, all information contained herein is accurate and reliable, and has been obtained from public sources that Saba believes to be accurate and reliable. However, such information is presented “as is”, without warranty of any kind, whether express or implied, and Saba has not independently verified the data contained therein. All expressions of opinion are subject to change without notice, and Saba does not undertake to update or supplement any of the information, analysis and opinion contained herein.

Saba may continue transacting in the shares and securities of the Company, and/or derivatives referenced to them (which may include those providing long and short economic exposure) for an indefinite period following the date of this announcement and may increase or decrease its interests in such shares, securities and/or derivatives at any time.

Forward-Looking Statements

This announcement contains certain forward-looking statements and information that are based on Saba’s beliefs, as well as assumptions made by, and information currently available to, Saba. These statements include, but are not limited to, statements about strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements that are not historical facts. When used herein, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “project” and similar expressions (or their negative) are intended to identify forward-looking statements. These statements reflect Saba’s current views with respect to future events, are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Further, certain forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual results, performance or achievements may vary materially and adversely from those described herein. There is no assurance or guarantee with respect to the prices at which any securities of the Company or any other company will trade, and such securities may not trade at prices that may be implied herein. Any estimates, projections or potential impact of the opportunities identified by Saba herein are based on assumptions that Saba believes to be reasonable as of the date hereof, but there can be no assurance or guarantee that actual results or performance will not differ, and such differences may be material and adverse. No representation or warranty, express or implied, is given by Saba or any of its officers, employees or agents as to the achievement or reasonableness of, and no reliance should be placed on, any projections, estimates, forecasts, targets, prospects or returns contained herein. Neither Saba nor any of its directors, officers, employees, advisers or representatives shall have any liability whatsoever (for negligence or misrepresentation or in tort or under contract or otherwise) for any loss howsoever arising from any use of information presented in this announcement or otherwise arising in connection with this announcement. Any historical financial information, projections, estimates, forecasts, targets, prospects or returns contained herein are not necessarily a reliable indicator of future performance. Nothing in this announcement should be relied upon as a promise or representation as to the future. Nothing in this announcement should be considered as a profit forecast.

Permitted Recipients

In relation to the United Kingdom, this announcement is being issued only to, and is directed only at, (i) investment professionals specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Company or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Permitted Recipients”). Persons who are not Permitted Recipients must not act or rely on the information contained in this announcement.

Distribution

Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction. The distribution of this announcement in certain countries may be restricted by law and persons who access it are required to inform themselves and to comply with any such restrictions. Saba disclaims all responsibility where persons access this announcement in breach of any law or regulation in the country of which that person is a citizen or in which that person is residing or is domiciled.

____________________ ^1 Source: Bloomberg. Data for the last five years as of 21 April 2026 for equity trusts with more than £500 million in assets.