The Baillie Gifford-managed £860 million Edinburgh Worldwide Investment Trust plc (EWIT) said late on Friday that its tender offer with an exit option “has not received the level of shareholder support required to proceed.”

Edinburgh Worldwide has been facing a third attempt by New York hedge fund Saba Capital Management — a roughly 30% stakeholder — to oust the Edinburgh Worldwide board and elect three new directors nominated by Saba.

The investment trust said 36.8% of its issued share capital, 127.4 million shares, was voted against the Tender Offer resolution, almost entirely by Saba and two other institutions.

EWIT had said the tender offer would provide eligible shareholders with the opportunity to receive a significant initial cash exit and also retain access to the potential future value from EWIT’s largest shareholding, SpaceX.

“The Tender Offer was intended to provide shareholders, who have twice overwhelmingly rejected proposals by Saba Capital Management L.P., with a deliverable and fair exit option to avoid ending up in a Saba-controlled vehicle,” said Edinburgh Worldwide.

“The ordinary resolution put to shareholders at the General Meeting held earlier today was not passed on a poll.”

Edinburgh Worldwide said of the total votes cast, 46.2% of shares were voted in support of the Tender Offer resolution and 53.8% against.

Shareholders representing 68.4% of the issued share capital voted, compared with a 64.7% turnout in February 2025 and the record 70.5% turnout earlier this year.

Edinburgh Worldwide said 31.6% of the issued share capital, 109.3 million shares, was voted in favour of the Tender Offer resolution, and 36.8% of the issued share capital, 127.4 million shares, was voted against the Tender Offer resolution, almost entirely by Saba and two other institutions.

Edinburgh Worldwide chair Jonathan Simpson-Dent said: “This is a very disappointing outcome, particularly given the continued strength of support from independent shareholders who have consistently rejected Saba’s plan for control.

“This process clearly demonstrates the extent to which the current framework allows a determined minority shareholder to exert disproportionate influence, even where its objectives diverge from those of the wider shareholder base.

“As previously outlined, there remains a high likelihood of Saba succeeding in appointing its proposed new board at the forthcoming AGM on 30 April 2026, which would likely lead to a change in manager and a fundamental shift in the Company’s strategy and investment mandate. Today’s outcome only increases this likelihood.

“Faced with this reality, the Board’s priority is to ensure shareholders can still exercise their right to a meaningful choice. We are therefore making plans to implement the alternative tender offers that Saba has publicly stated it would recommend and which will at least give shareholders the choice of exiting at close to NAV or remaining invested.

“We trust that any new directors will also endorse this new approach, as well as providing shareholders with greater clarity on their intentions regarding the Company’s likely future direction.

“While this is not the outcome we would have preferred, we believe that implementing the alternative tender offers is the most pragmatic course of action in the circumstances, reflecting the expressed wishes of shareholders together with the recommendation directly proposed by Saba.”

Richard Stone, Chief Executive of the Association of Investment Companies (AIC), said: “Saba’s vote against the board’s exit tender proposal has deprived other shareholders of an opportunity to exit their investment at close to net asset value while retaining the potential future value from SpaceX.

“The vast majority of non-Saba shareholders wanted the tender offer proposed by the board. They have also indicated – twice – that they do not want to be trapped in a Saba-controlled vehicle.

“The board’s decision to proceed with two further tender offers will give shareholders opportunities to exit should they wish to ahead of any potential change to the investment mandate. Saba has already stated it would support those tender offers and we trust that they will honour that commitment.

“The result of this vote highlights the ability of a substantial minority shareholder to wield disproportionate influence.

“We have put forward suggestions to the FCA to address gaps in the Listing Rules that have been exposed by Saba’s actions. We have also called for shareholder voting legislation to be included in the King’s Speech to ensure all shareholders’ voices are heard.

“Shareholders still have the opportunity to vote at Edinburgh Worldwide’s AGM, where Saba has once again nominated its directors to replace the current board – despite the fact that shareholders have already rejected them twice. Platform voting deadlines will be considerably earlier than the AGM date, so shareholders will need to act quickly.”

Edinburgh Worldwide added: “The Board recognises that a very significant number of shareholders do not support Saba’s control agenda, having consistently voted against such a scenario.

“The outcome of this vote, together with the votes at the requisitioned general meetings in February 2025 and January 2026, highlight the presence of two distinct shareholder groups with clearly divergent objectives.

“In light of this unreconciled position, the Board believes that it is in the interests of shareholders as a whole for the Company to now pursue an alternative approach, being the tender offers that Saba has recently stated it would recommend.

“These would provide shareholders with two opportunities to exit at NAV less costs, the first being soon after the AGM, and the second following a potential SpaceX IPO or liquidity event (and prior to any potential change in investment mandate).

“The Board notes that Saba indicated its intention to recommend this proposal in its announcement on 30 March 2026 and sees no basis for any change in Saba’s position. The Board will seek to engage with Saba and expects it to maintain its stated support.

“Unless Saba expressly withdraws that support within the next seven days (having recommended this proposal only 11 days ago), the Board intends to proceed with making the first of the Further Tender Offers available to shareholders during the week commencing 20 April 2026.

“This approach is intended to provide shareholders with a clear way forward and avoid any unnecessary delay or uncertainty that could arise following the possible appointment of Saba’s proposed new board.”