Saba Capital's Board Replacement Action on EWIT: Shareholder & Valuation Impact Analysis

Saba Capital Management, L.P. has initiated a board replacement action against

• As the largest shareholder holding approximately
  30%
  of the shares, Saba demands the removal of all
  6 independent non-executive directors
  and nominates
  3 U.S.-citizen candidates
  to take over (names: Gabi Gliksberg, Michael Joseph, Jassen Trenkow) [1][2].
• On December 17, 2025, the board announced that it “strongly urges” shareholders to vote against Saba’s resolution, claiming that Saba aims to gain control at a low cost and may harm the interests of other shareholders [3].
• The general meeting of shareholders is expected to be held and voted on
  early next year
  [1][4].

• Manager: Baillie Gifford; Investment scope: Global small-cap companies and cutting-edge technology (including approximately 21% allocation to private companies) [5].
• Total assets: Approximately
  £831.55 million
  (as of November 30, 2025) [5].
• Discount: The share price is approximately
  4.3%
  below NAV (as of November 30, 2025) [5].
• Performance (as of November 30, 2025) [1][5]:
  • NAV total return (past 12 months):
    +16.2%
    ; share price total return:
    +13.8%
    ; benchmark (S&P Global SmallCap):
    +6.0%
    .
  • 5-year NAV total return:
    -31.7%
    ; 5-year share price total return:
    -35.3%
    ; 5-year benchmark:
    +49.4%
    .
• The board stated: The average discount over the past 12 months was
  5.3%
  , which is better than the peer weighted average discount of
  17.9%
  [3].

• Discount Convergence: Saba cites “long-term significant discount and underperformance” as reasons for the action. If reforms are implemented, changes in board composition, governance, and capital allocation policies may drive the discount to narrow, improving the performance of share price per share relative to NAV. Discount convergence is a potential benefit for existing shareholders (acquiring NAV at a lower cost) [2][4].
• Governance and Operational Improvements: The new board may bring stronger shareholder orientation, more active share repurchases/dividends, or increased transparency, enhancing governance standards and market confidence [2].
• Capital Efficiency: If the board changes its strategy on leverage/repurchases/cost management, it can enhance shareholder returns without altering the value of underlying assets (such improvements still await disclosure of specific plans) [2][4].

• Strategic Consistency Risk: EWIT’s unique value lies in its long-term layout of “cutting-edge technological innovation/global small-cap growth/private assets” and active management by Baillie Gifford. If board changes lead to adjustments in investment style or management, this differentiated advantage may be weakened [3][5].
• Concentration of Control and Conflicts of Interest: The board claims Saba aims to “gain control at a low cost” and worries that the new board will favor Saba’s own interests over the long-term interests of all shareholders. If the vote passes, the rights protection and voice of other shareholders may be weakened [3].
• Short-term Uncertainty: Proxy battles and board changes may bring short-term volatility and execution uncertainty, affecting management stability and partnerships [1][3].
• Uncertainty of General Meeting Vote Outcome: Although Saba holds approximately 30% of shares, the outcome depends on the participation and attitude of other shareholders, and there is a possibility of failure [3].

• Discount Volatility: If the market expects Saba to succeed and推进 discount convergence measures, the discount may narrow first; conversely, if resistance increases or the outcome is unclear, the discount may widen [3].
• Sentiment and Liquidity: Event-driven situations usually lead to increased trading volume and sentiment swings, and short-term share prices may experience two-way volatility.

• Capital Allocation Optimization: If the new board increases share repurchase intensity, optimizes cost structure, or adjusts leverage, it can enhance per-share value while NAV remains basically stable (awaiting disclosure of specific plans) [2][4].
• Changes in Investment Strategy: If there is a deviation in investment philosophy or portfolio allocation (e.g., adjustments to private/growth exposure), the long-term growth and volatility of NAV may change accordingly, affecting the valuation center [3][5].
• Valuation Style Shift: A shift from “growth discount” to “value re-evaluation” or “governance premium” may reshape the market’s pricing framework and valuation multiples for EWIT [2][4].

• What is Saba’s “Alternative Plan”? Beyond replacing the board, Saba has not publicly disclosed detailed paths for discount convergence and value release (e.g., repurchase scale and pace, cost-cutting plans, dividend strategy, attitude towards Baillie Gifford’s renewal, etc.). It is recommended to pay attention to supplementary disclosures and inquiry responses before and after the general meeting [2][4].
• Manager Relationship and Investment Continuity: Whether the board replacement will affect the cooperative relationship with Baillie Gifford and the existing long-term growth investment strategy [3][5].
• Discount Sustainability: Against the backdrop of better performance and discount than peers, how to evaluate the marginal space and sustainability of discount convergence [3][5].
• Governance and Conflicts of Interest: The independence of new board members, their association with Saba, and the protection mechanisms for all shareholders (especially minority shareholders) [1][3].
• Voting Decision: Current evidence shows a significant gap in 5-year performance relative to the benchmark, but the past 12 months have seen better performance and the discount has narrowed. Shareholders need to balance the “potential benefits of improving the discount” with the “uncertain risks of strategic adjustments” and pay attention to the board’s explanations and countermeasures regarding the discount and performance trends [1][3][5].

The following scenarios are a summary of uncertainties and not deterministic predictions:

• Scenario 1 (Saba Succeeds): If the general meeting approves, the board will be replaced. The new board推进 more aggressive discount convergence measures (e.g., higher repurchase intensity, cost optimization, dividend arrangements, etc.), and the discount is expected to narrow further, but it may be accompanied by changes in investment style or cooperation model with the existing manager, bringing uncertainties in performance and volatility [2][4].
• Scenario 2 (Saba Fails): If the general meeting rejects, the current board will continue the established strategy. The recent discount has narrowed and short-term performance has outperformed the benchmark, but in the long term, it still needs to improve the 5-year relative performance and continue to narrow the discount to avoid future proxy pressure [3][5].
• Scenario 3 (External Drivers for Further Discount Convergence): Regardless of whether the board is replaced, if there is a shift in industry/sector valuation style or changes in market sentiment, the discount may also converge passively, but this is not an endogenous value release path for the company.

Note: The above scenarios are deductions based on known information; actual results depend on the voting outcome, subsequent disclosure of implementation plans, and market environment.

[1] Jinling API Data: Edinburgh Worldwide Investment Trust (EWIT) Basic Information and Real-Time Prices (if available)
[2] Saba Capital — Requisition to Deliver Value for Shareholders, Business Wire (2025-12-03). https://finance.yahoo.com/news/saba-capital-requisitions-general-meeting-180000904.html
[3] Edinburgh Worldwide Investment Trust plc — Stop SABA Taking Over EWIT, Investegate (2025-12-17). https://www.investegate.co.uk/announcement/rns/edinburgh-worldwide-inv-trust--ewi/ewit-stop-saba-taking-over-ewit/9301740
[4] CNBC — EWIT urges shareholders to reject Boaz Weinstein’s board shake-up plan (2025-12-18). https://www.cnbc.com/2025/12/18/ewit-urges-shareholders-to-reject-boaz-weinsteins-board-shake-up-plan.html
[5] Baillie Gifford — Edinburgh Worldwide Investment Trust Factsheet (data to 30 Nov 2025). https://www.bailliegifford.com/en/uk/intermediaries/literature-library/funds/investment-trusts/ewit/edinburgh-worldwide-monthly-factsheet/