The £800 million Baillie Gifford US Growth Trust plc has narrowly survived a new attack from New York activist hedge fund Saba Capital Management.

The fund said Saba attempted to use its roughly 30% shareholding in the trust to “vote off the whole board of directors” at the company’s AGM on Thursday.

Baillie Gifford US Growth Trust chair Tom Burnet said that had Saba succeeded “without directors the company would have been in breach of the Companies Act, the UK Listing Rules and its own Articles, which would have had significant consequences for all shareholders.”

More than 48% of votes cast were against the re-election of directors Burnet, Sue Inglis, Graham Paterson and Chris van Der Kuyl.

More than 47% of votes cast were against ordinary resolutions to approve the directors’ remuneration policy and to authorise the directors’ general authority to allot shares or C shares, and against a special resolution that the directors be authorised to allot shares, C shares or sell treasury shares on a non pre-emptive basis.

Baillie Gifford US Growth Trust had contacted shareholders in the days running up to the AGM to encourage them to vote. Total voting rights exercised on the 12 resolutions at the AGM were between 58% and 59%.

“Shareholders will vote on key resolutions including the re-election of board directors,” said the firm in its e-mailed message before the AGM.

“With Saba Capital still holding a significant 30% stake in US Growth Trust, your participation remains crucial …

“If you hold your shares through a platform, such as Hargreaves Lansdown or interactive investor, you can cast your vote by accessing your online account.

“Voting is straightforward and should take you less than five minutes. We recommend voting as early as possible.”

Burnet said: “Following both the Requisitioned General Meeting in February and the annual results in August, we engaged with a range of institutional shareholders for their views on our strategy, with all major shareholders being offered meetings with the Senior Independent Director and myself.

“These meetings were useful and productive, and we were grateful for shareholders’ feedback and support.

“Saba Capital, the company’s largest shareholder, rejected our offer of a meeting following the annual results.

“Whilst we recognise their right to exercise their democratic vote, it is disappointing that Saba, without prior notice of their intention, should use their substantial holding to attempt to vote off the whole board of directors.

“Had they succeeded, without directors the company would have been in breach of the Companies Act, the UK Listing Rules and its own Articles, which would have had significant consequences for all shareholders.

“We will again seek to engage with Saba to understand their position. The board remains committed to acting in the interests of shareholders as a whole.”

The trust added: “All ordinary resolutions as set out in the Notice of AGM were duly passed by poll, together with the special resolution numbered 12 (regarding the authority to repurchase shares).

“The special resolution numbered 11 (regarding the disapplication of pre-emption rights) did not pass.

“While resolutions 2, 4, 5, 6, 7 and 10 passed, they received a significant number of votes against.

“The Board notes that the significant votes against were almost entirely attributable to a single shareholder.

“Excluding this position, the vast majority of other shareholders voted in favour, which the Board considers to be a clear indication of support for the Company.

“In line with Provision 4 of section 5.2 of the AIC Corporate Governance Code 2024, the Company will now engage in a consultation process with all major shareholders.

“The Board is committed to taking the views of all shareholders into account and will give careful consideration to all views received.

“The Board will report on next steps as soon as is practicable and certainly within the six months timeframe set out in the AIC Code.”