BG US Growth Trust Notice of AGM Circular
Summary by AI BETAClose X
17 September 2026
Baillie Gifford US Growth Trust plc (the "Company")
Response to Saba, Publication of Circular and Notice of Annual General Meeting ("AGM")
Unanimous Board Recommendation to VOTE AGAINST the Saba Resolutions and VOTE FOR the Company Resolutions
As announced on 24 August 2026, the Company received a requisition notice submitted on behalf of Saba Capital Management, L.P. ("Saba") requiring the Company to propose three additional resolutions to the business of the upcoming AGM to elect three individuals linked with or employed by Saba (the "Saba Nominees") to the Board (the "Saba Resolutions").
The Board strongly believes that, if the Saba Resolutions are passed, not only would the appointments severely compromise the independence of the Board but could also effectively herald the end of the Company's existing US growth strategy as Shareholders know it.
A circular (the "Circular") containing the Notice of Annual General Meeting has been posted to Shareholders, is available on the Company's website at http://www.bgusgrowthtrust.com/ and will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The AGM will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 1.00 p.m. on 23 October 2026. The Circular provides further information about the Saba Resolutions (resolutions 1 to 3 (inclusive)) and the Board's response, details of the other routine AGM resolutions 4 to 14 (inclusive) (the "Company Resolutions") and the Board's voting recommendations. Shareholders are encouraged to read the Circular in full before taking any further action in connection with the AGM.
Tom Burnet, Chair of the Company, said:
"The Company launched in 2018 with a clear purpose: to give Shareholders access to exceptional US growth companies through a genuinely long-term investment approach. This includes difficult to access private companies such as Anthropic, OpenAI, Stripe and CloudFlare, as well as the recently publicly listed SpaceX where we first invested in 2018.
Since launch in March 2018, the annualised NAV total return ranks the Company among the top 10% of all UK-listed investment companies and all US equity open-ended funds and ETFs globally over the period. In short, the Company's strategy is delivering, and exceptional opportunities are ahead.
"But Saba wants to end this and is, again, making proposals which would compromise the independence of the Board, seeking the appointment of three of its own nominee directors who may, if elected, pursue proposals that are designed to further Saba's own interests at the expense of other Shareholders.
The Board believes that Saba is not interested in achieving liquidity for itself but is intent on obtaining control of the Company. It is the Board's view that the appointment of Saba's Nominees would signal the end of the Company's differentiated and performing current strategy, heralding its transition into a vehicle for Saba's own benefit.
We urge all of our Shareholders to make your voices heard: VOTE AGAINST the Saba Resolutions and VOTE FOR the Company Resolutions to protect the future of your Company and back your Board."
Key points to note:
Why the present strategy is the best option for future shareholder value creation:
· The Company is successfully fulfilling its investment strategy.
o Since IPO in March 2018, the annualised NAV total return ranks the Company among the top 10% of all UK-listed investment companies and all US equity open-ended funds and ETFs globally over the period.
· The Company is a long-term investor.
o There will be periods of performance volatility, which is inherent when investing in ambitious growth companies, but the Company's closed-end structure allows it to be patient and ride these out, a critical aspect of preserving the potential for long term returns.
· Exceptional opportunities for Shareholder value creation lie ahead.
o The improving macro backdrop for innovative, growth-focused businesses continues apace. The forces creating the next generation of growth companies are accelerating, not diminishing.
o In particular, AI, automation, space, healthcare and other transformative technologies are creating new markets and new winners. The Company is well positioned to capture the best of it.
· The current Board has a wealth of expertise directly aligned with the Company's strategy of investing in US growth companies, public and private. All of the Directors are entirely conflict-free and independent of the Investment Manager.
The threat posed by Saba:
· Given Shareholders have voted down Saba's proposals previously, the Board and Investment Manager have engaged with them to explore various opportunities for its exit. These have included proposals that, if pursued, would have provided Saba, and any other Shareholders who wish to participate, the option of a cash exit at NAV less portfolio realisation costs, with the Investment Manager bearing all other transaction costs (i.e. an exit at c. 99.75% of NAV). Saba rejected all of those proposals and has requisitioned resolutions to appoint the Saba Nominees.
· If the Saba Resolutions pass and the Saba Nominees are elected to the Board, Shareholders will no longer be represented by a wholly-independent and conflict-free Board. Beyond reference to a liquidity event, Saba has not made clear its longer-term intentions for the Company, or for those Shareholders who wish to remain invested in the current strategy.
· Saba's actions lead the Board to believe that Saba is not interested in achieving liquidity for itself but is intent on obtaining control of the Company at the expense of other Shareholders.
Potential outcomes:
· If the Saba Resolutions fail and the incumbent Directors are re-elected, this is a clear mandate for the Company to continue in its current form and the Board will seek to re-engage with Saba to seek its support for a cash exit opportunity at close to NAV, to allow Saba, and any other Shareholders who wish to participate, to exit.
· If the Saba Resolutions pass and the Saba Nominees are elected to the Board, it is the Board's expectation that this would signal the end of the Company's current successful strategy, heralding its transformation into a vehicle for Saba's own benefit.
All votes AGAINST the Saba Resolutions (1-3) and FOR the Company's Resolutions (4-14) will be crucial to preserving the independence of the Board and the strategy of the Company. We urge all of our Shareholders to make your voices heard to protect the future of the Company.
THE DEADLINE FOR PROXY VOTING IS 1.00 P.M. ON 21 OCTOBER 2026. DEADLINES FOR VOTING THROUGH PLATFORMS WILL BE EARLIER AND MAY BE AS EARLY AS 14 OCTOBER 2026. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE.
Enquiries:
Company
Baillie Gifford US Growth Trust plc
via Burson Buchanan
Panmure Liberum Limited
Alex Collins / Ashwin Kohli
info@panmureliberum.com
+44 (0)20 3100 2000
Burson Buchanan
Henry Wilson / Helen Tarbet
USA@buchanancomms.co.uk
+44 (0)20 7466 5000
Baillie Gifford & Co Limited, Company Secretary
trustenquiries@bailliegifford.com
+44 (0)800 917 2112
If you need further information about how to vote, please contact our proxy agent Georgeson (a trading name of Computershare Investor Services PLC) by email at USA@georgeson.com or by telephone on 0207 019 7018 (lines are open Monday to Friday 9.00 a.m. to 5.00 p.m.).
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