B Gifford fund challenges hedge fund’s transparency

Baillie Gifford HQ in Edinburgh

Baillie Gifford’s £850 million Edinburgh Worldwide Investment Trust plc (EWIT) has challenged New York hedge fund Saba Capital Management to provide “full transparency and clarity” regarding its attempt “to remove the company’s entire independent board and replace it with your three US-based directors.”

Edinburgh Worldwide has urged shareholders to vote against Saba’s latest bid to remove all six of its independent non-executive directors and appoint three US-based individuals nominated by Saba.

EWIT has demanded Saba “provide clear and unambiguous answers” to these questions by no later than January 5 so that EWIT shareholders “may properly assess your proposals and make an informed choice.”

Saba Capital says that “together with certain of its affiliates” it is the “beneficial owner of interests in approximately 30%” of Edinburgh Worldwide.

In an open letter to Saba Capital and its controversial CEO Boaz Weinstein, EWIT said: “The Board of Edinburgh Worldwide Investment Trust (EWIT) is issuing this open letter to request that you provide the Company’s shareholders with full transparency and clarity regarding your demand to remove the Company’s entire independent Board and replace it with your three US-based directors.

Less than a year ago, you launched a similar campaign seeking to remove the Board and replace it with your own nominees, replace the independent investment manager with Saba, change the investment strategy and pursue a liquidity event.

“That proposal was overwhelmingly rejected by shareholders who recognised your objectives for what they were – an attempt to take control of the Board in order to pursue your own agenda rather than the long-term interests of EWIT shareholders as a whole.

Twelve months on, you have launched a substantially similar campaign although this time you have stayed silent on your agenda. We can only assume it is the same as before.

“As you are aware, our Board has sought to engage constructively with you on numerous occasions. We have proposed a number of credible options that would have provided liquidity and choice for all shareholders. You have rejected every proposal.

As shareholders consider the resolutions you have put forward, it is both reasonable and necessary that they do so with full disclosure. Against that background, we believe you owe shareholders clear and direct answers to the following questions …

In relation to your three proposed director nominees, please confirm … If any of the nominees have experience serving on the board of a UK-listed investment trust or other UK listed company … The nature of each nominee’s past or present relationship with Saba, including whether they have previously been proposed or acted as representatives of Saba in any capacity.

Please explain your intended mandate for the Board if your nominees are elected. In particular … Do you intend to change the investment manager (including appointing yourselves)? … Do you intend to change the Company’s investment strategy? … Do you intend to allow shareholders a full exit due to the change in strategy? … Can you confirm that you would not increase the Company’s management fees?  …”