Saba Capital Releases Presentation Detailing Why Edinburgh Worldwide Investment Trust PLC Shareholders Deserve a New Board of Directors
Raises Severe Governance Concerns Tied to EWI’s Failure to Disclose Chair Jonathan Simpson-Dent’s Involvement at HomeServe, Which Received the Largest Retail Company Fine in FCA History
Highlights the Incumbent Board’s Value-Destructive Pattern of Prioritising the Interests of
Urges Shareholders to Elect a New Board Composed of Three Directors Who Are Independent from Saba and Are Committed to Acting in All Shareholders’ Best Interests
At the upcoming General Meeting of shareholders to be held on
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Remove the underperforming incumbent directors:
Jonathan Simpson-Dent ,Mungo Wilson ,Caroline Roxburgh ,Jane McCracken ,Mary Gunn andGregory Eckersley .
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Elect three new independent directors –
Gabi Gliksberg ,Michael Joseph and Jassen Trenkow – who bring the right experience and objectivity to maximise long-term value creation for all shareholders.
NOTE: Platform deadlines may be as early as
Within the presentation, Saba highlights the following important information for shareholders:
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Governance Red Flags Surround
Mr. Simpson-Dent : From 2007-20091, EWI ChairJonathan Simpson-Dent served as CFO ofHomeServe plc and a Director of the Board ofHomeServe Membership Limited , which was subsequently fined £30,647,400 by theFinancial Conduct Authority for breaching the FCA Principles of Business from 2006 to 2011 – the highestFCA fine of a retail company in history.2EWI failed to disclose this at the time of Mr. Simpson-Dent’s appointment – in breach of the FCA’s Listing Rules.
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Rewarding Mr. Simpson-Dent’s Failure: Having overseen years of dire underperformance as a member of the Board,
Mr. Simpson-Dent was not only promoted to the role of Chairman last year but also received a pay increase of nearly 50%, despite EWI only generating a 6.2% NAV return over the same period.3
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Questioning the Financial Expertise of EWI’s Newest Director: The newest member of the EWI Board –
Gregory Eckersley – previously served as interim CFO of Lekoil Limited.4 During his tenure, the company was defrauded after paying$600,000 for a fake$184 million loan agreement with an organisation pretending to be the Qatari sovereign wealth fund – which calls into question his judgement and the trustworthiness of the audit and finance expertise he brings to EWI’s Board.5
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EWI’s Longest-Serving Director Should No Longer Be Considered Independent:
Mungo Wilson has served on EWI’s Board sinceDecember 2016 and therefore theAssociation of Investment Companies Code of Corporate Governance stipulates he should no longer be considered independent after serving on theBoard for more than nine years from the date of his first appointment.6
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The Board’s Self-Preservation: The EWI Board continues to put its own interests – and Baillie Gifford’s – ahead of shareholders. Most recently, EWI sold down its stake in
SpaceX – the crown jewel of its portfolio and a primary reason why many shareholders invested in EWI – and proposed a self-serving merger with anotherBaillie Gifford trust, which would only concentrate power in the manager’s hands at the expense of EWI shareholders.
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The New Nominees’ Independence: The director nominees put forth by Saba are all independent and would not be beholden to Saba,
Baillie Gifford or any other individual. If elected, they will bring objective perspectives and deep financial backgrounds to effectively oversee the Company and evaluate all potential avenues to value creation with clear eyes, unlike the incumbent Board.
“Under the leadership of
About Saba
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
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
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.
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1 Publicly available materials that list
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3 EWI’s annual reports.
4 Publicly available materials indicate
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The
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ksylvester@longacresquare.com / bszechenyi@longacresquare.com
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