Company Announcements

Highlights Fact Pattern That Appears to Demonstrate That EWI’s Material SpaceX Sell-Down Was Executed to Facilitate an Ill-Conceived Merger Between EWI and USA That Would Benefit Baillie Gifford, EWI’s Board and Chairman Jonathan Simpson-Dent at Shareholders’ Expense

Asks the Board to Finally Answer Key Questions Regarding the Timing, Valuation of and Rationale for the SpaceX Stake Reduction

Urges Shareholders to Elect a New, Independent Board That Will Oversee the Company With Sound Judgement and Governance Expertise in the Best Interests of All EWI Shareholders

LONDON--(BUSINESS WIRE)--Jan. 7, 2026-- 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 issued the following open letter to the Company’s Board of Directors (the “Board”) outlining its concerns surrounding the recent sell-down of SpaceX.

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Dear Members of the Board,

We are writing to request that you provide the Company’s shareholders, as a matter of urgency, with full transparency regarding (1) your knowledge of Baillie Gifford’s decision to materially reduce EWI’s stake in SpaceX and (2) any connection between this sale and your decision to pursue a merger with the Baillie Gifford US Growth Trust (USA:LSE) (“USA”).

As the largest shareholder in the Company, we are deeply concerned at the recent sell-down by Baillie Gifford of the Company’s stake in SpaceX – the crown jewel of the Company’s portfolio – just two months prior to SpaceX’s scheduled revaluation, in a move that appears to defy commercial logic. We are particularly concerned that this sale was instead motivated by a desire on the part of both Baillie Gifford and you, the Board, to facilitate a merger of the Company with USA.

SpaceX is the defining asset in EWI’s portfolio and the primary reason why many shareholders purchased EWI shares in the first place. Losing out on a significant portion of the gains represented by SpaceX’s recent revaluation represents a serious misstep. We believe that, before voting at the general meeting on 20 January 2026, shareholders deserve answers to critical questions regarding Baillie Gifford’s decision to sell down the position, the Board’s knowledge of this decision and what the Board has done in response to investigate.

A Questionable Timeline: Why Sell SpaceX Two Months Before a Scheduled Revaluation?

Based on the companies’ respective monthly factsheets, EWI and USA reduced their SpaceX holdings in October by approximately 35% and 49%, respectively. Regrettably, neither trust provides an accessible archive of these monthly factsheets, which means many retail investors may have been unaware of the severity of the sales until we recently put them in the spotlight.

The timing of this sell-down is suspicious for a number of reasons:

1. It is widely known that SpaceX typically runs company-controlled liquidity events roughly twice a year, with a recurring December window. It is reasonable to expect that Baillie Gifford would have known that SpaceX would be conducting a revaluation in December 2025.¹ However, instead of waiting for the revaluation, Baillie Gifford sold a substantial portion of EWI and USA’s stakes in SpaceX in October 2025 – at a valuation that appears to have been materially below the December valuation.
2. In early December 2025, news reports emerged that SpaceX was preparing for a possible public offering in 2026 at a rumoured valuation of about $1.5 trillion.²SpaceX subsequently set its valuation at approximately $800 billion³, leading EWI to report an upward revaluation of SpaceX on 16 December 2025. However, the Company’s announcement failed to disclose that it had heavily reduced its stake just two months earlier.⁴ By not disclosing its recent sell-down, the Company will have given many shareholders the mistaken impression that the revaluation was a positive development while obscuring the fact that the revaluation served to confirm the extent of the losses suffered by shareholders.Our calculations show that the October SpaceX sell-down resulted in an estimated £37 million loss for EWI shareholders (approximately 4.4% of EWI’s £831.55 million in total assets).⁵
3. It is hard to believe that the merger discussions were not already well underway at the time of the SpaceX sell-down in October. A merger between EWI and USA is complex and would have required weeks, if not months, of planning. Within EWI’s announcement⁶ of the proposed merger, on 2 December 2025, the Board signalled as much by indicating that it was in “advanced discussions with the Board of USA regarding a proposed merger between the two companies … The terms of the merger … have been substantively agreed between the two Boards.” This announcement also makes clear that Baillie Gifford was involved in these discussions when it states: “The merger would deliver … Significant contribution from Baillie Gifford to the costs of implementing the combination through a management fee waiver…”. It also is reasonable to expect that the Board would have known, during these merger discussions, that SpaceX would be conducting a revaluation in December 2025.
4. If the SpaceX sell-down had not happened, the merger of EWI and USA would most likely not have been possible. The merger, if successful, would have combined the two companies’ holdings in SpaceX. If those holdings had not been sold down prior to the merger, the merged company’s combined position would have been well above 20% of its total portfolio after conducting the tender, which would likely have prevented it from obtaining the necessary tax treatment under the UK investment trust regime – without this, the merger would not have been feasible.
5. While four Baillie Gifford-managed investment trusts invest in SpaceX, significant sell-downs only occurred in EWI and USA – the two trusts that subsequently unveiled plans to pursue a potential merger.

This all begs the question: was the SpaceX sell-down only executed to facilitate this ill-conceived merger? If so, this would suggest that the Board and Baillie Gifford prioritised their own interests at the expense of shareholders.

A Self-Serving Mission: Who Was Incentivized to Sell Down EWI’s Stake?

Selling down EWI’s “highest conviction position”⁷ at a price far below its current valuation – and without consulting shareholders – is self-evidently unacceptable. What is even more troublesome is that both Baillie Gifford and the Board – in particular, Mr. Simpson-Dent – appear to have had strong incentives to push for a merger between EWI and USA. A merger would have enabled Baillie Gifford to retain the combined mandate for EWI and USA, while also requiring us to sign a standstill that would prevent us from advocating for shareholders’ interests in the future.

Our due diligence also indicates that the merger would likely have enabled Mr. Simpson-Dent to gain a leadership position on the combined company’s board, a reward that would come at shareholders’ expense.

Shareholders Deserve Answers Before They Vote on the Composition of EWI’s Board

Saba is just one of many shareholders who are deeply troubled by the SpaceX sell-down and frustrated by the Board’s silence on this critical issue. After weeks of waiting, it is time for the Board to answer the following important questions:

1. At what valuation did Baillie Gifford sell EWI’s SpaceX assets in October 2025, and to whom?
2. Why did EWI not communicate the sell-down to the market at the time of the sale?
3. Before executing the October 2025 sale, did Baillie Gifford and/or the Board know a SpaceX revaluation was scheduled for December 2025? If so, why didn’t it wait until the revaluation event before reducing EWI’s stake?
4. What was Baillie Gifford’s stated rationale for the reduction in EWI’s SpaceX holding? Was facilitating the potential merger with USA a factor?
5. Were Mr. Simpson-Dent or other members of the Board aware that Baillie Gifford intended to reduce EWI’s position in SpaceX prior to the October 2025 sale occurring? Did Baillie Gifford consult with any of them prior to reducing the position? If so, did the Board approve of the decision?
6. When was the merger between EWI and USA initially proposed, and by whom? When did Baillie Gifford become aware of this proposal?
7. Why did the Board never reach out to shareholders (including Saba, EWI’s largest shareholder) to gauge whether there was support for the merger?
8. We have heard from various sources that, over the past 12 months, the chairmen of the seven investment trusts that were part of our original December 2024 campaign have used disappearing WhatsApp messages to communicate with each other about Saba. At any point, have Mr. Simpson-Dent and Tom Burnet, the Chairman of USA, used disappearing WhatsApp messages to discuss the proposed merger and/or the decision to sell down SpaceX?
9. Since October 2025, what steps has the Board taken to hold Baillie Gifford accountable for selling down at significantly below the current valuation of SpaceX?

The Board’s Apparent Deference to Baillie Gifford Is Alarming

Shareholders deserve full transparency ahead of the 20 January general meeting. We request that, by no later than 9 January 2026, the Board provide direct, unambiguous answers to these questions.

Unless and until we receive satisfactory responses to these questions and concerns, we reserve all of our rights, including to issue proceedings on behalf of EWI.

This debacle reinforces our concern that Mr. Simpson-Dent and the incumbent Board appear incapable of serving as an effective check on Baillie Gifford. Let me remind you that your role is to always act in shareholders’ best interests, even when that conflicts with what may be best for the manager.

Sincerely,

Boaz Weinstein
Founder and Chief Investment Officer
Saba Capital Management, L.P.

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At the upcoming General Meeting of shareholders to be held on 20 January 2026, Saba urges its fellow EWI shareholders to vote FOR its resolutions to:

• Remove the underperforming incumbent directors: Jonathan Simpson-Dent, Mungo Wilson, Caroline Roxburgh, Jane McCracken, Mary Gunn and Gregory Eckersley.
• 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 12 January 2026 – please vote as soon as possible.

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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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260106146729/en/

Longacre Square Partners
Kate Sylvester / Bence Szechenyi
ksylvester@longacresquare.com / bszechenyi@longacresquare.com

Source: Saba Capital Management, L.P.