Proposed merger with Edinburgh Worldwide IT PLC

Baillie Gifford US Growth Trust PLC

02 December 2025

 

2 December 2025 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement contains information that is inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "Market Abuse Regulation"). The person responsible for arranging for the release of this announcement on behalf of Baillie Gifford & Co Limited, acting as corporate secretary.

Baillie Gifford US Growth Trust plc (USA)

Legal Entity Identifier: 213800UM1OUWXZPKE539

Proposed merger with Edinburgh Worldwide Investment Trust plc

Saba declines to support

The Board of Baillie Gifford US Growth Trust plc (the "Company") announces it has been in active discussions in relation to a transformational merger opportunity that would result in both a continuation and refinement of the current investment strategy as well as a material cash exit opportunity for all shareholders. At a meeting on 1 December 2025 (initially proposed on 24 November 2025) to sound out its support for the transaction, Saba Capital Management LP ("Saba"), a 29% shareholder, advised that it would not.

The Directors firmly believe that the merger would be in the interests of all shareholders, including Saba. However, due to the size of its holding, Saba is able to block the requisite shareholder approvals. Notwithstanding Saba's lack of support for the merger, the Board would like to consult with shareholders more broadly on their views.

Background

On 18 December 2024, the Company was requisitioned by Saba to replace the Company's independent Board of Directors with Saba's own nominees and gain control of the Company with the intention of managing the Company themselves with a new investment strategy. This requisition was resoundingly defeated at the Requisitioned General Meeting held on 3 February 2025 with 98.5% of non-Saba shareholders voting against the resolutions. Shortly after the Requisitioned General Meeting, the Chair and Senior Independent Director of the Company met with Saba. Saba proposed a further meeting later in the year. Saba was offered meetings with the Chair and the Senior Independent Director following the publication of the annual results in August and again following the AGM in September, but declined without providing any substantive feedback apart from indicating that it would only be interested in a meeting to discuss any proposals that the Board may wish to put forward.

Furthermore, at the Company's recent AGM, without prior notice of its intention, Saba voted its shares once again to remove all the Company's Directors, this time not proposing any nominees of its own and therefore threatening the Company with the unprecedented prospect of being in breach of the Companies Act, the UK Listing Rules and its own Articles by leaving the Company with no Directors. Such a situation would, of course, have had significant negative consequences for all shareholders.

Since the Requisitioned General Meeting, the Board has worked tirelessly to create a way forward that would be equitable and positive for all shareholders, and has sought extensive feedback from shareholders to understand their opinions. The Company's shareholders who have provided feedback to the Company have been clear in their requests:

·      Shareholders have expressed strong support for the Company's highly differentiated investment strategy which continues to perform well in the current environment with NAV outperformance over 1 and 3 years over the S&P 500 Index (total return in sterling) and a 207.8% NAV performance from inception in March 2018 to 30 November 2025 (noting that the 5 year performance figures have been more challenging, principally due to well reported macroeconomic headwinds). Due to the illiquid nature of the Company's private company investments, the investment strategy is not suitable to be offered in an open-ended fund format.

·      Secondly, shareholders have encouraged the Company to consider merger opportunities while being mindful of the above.

·      Thirdly, these shareholders been very clear that they do not want to see any suggestion of a deal designed to benefit Saba over other shareholders.

The Board has therefore negotiated and advanced a credible proposal to combine with Edinburgh Worldwide Investment Trust plc ("EWIT"). Both companies have a similar investment philosophy. In addition, there is a high commonality of EWIT's portfolio with that of the Company: as at 30 November 2025, EWIT's assets had c.75% North American geographical exposure, were c.22% invested in private companies and included 8 investments in common with the Company, accounting for c.31% of EWIT's assets.

Outline of proposal to combine with EWIT

The terms of the proposed merger, which would be undertaken through a scheme of reconstruction of EWIT under section 110 of the Insolvency Act 1986 and have been substantively agreed between the two Boards, include the below key features:

·      Continue to invest predominantly in listed and private US companies across the market capitalisation spectrum, reflecting the complementarity of both companies' investment strategies.

·      Continue to be managed by Baillie Gifford & Co Limited ("Baillie Gifford").

·      Benefit from greater economies of scale that are expected to result from the enlarged asset base, including cost efficiencies and greater liquidity.

·      Continue to receive the benefit of Baillie Gifford's broader ecosystem of knowledge, sourcing of new ideas and contacts in private company investment; as well as benefiting from the considerable investment in the necessary middle and back-office infrastructure required for private company growth investing capabilities.

·      Both companies offering a cash exit for up to 40 per cent. of issued share capital at a narrow discount to NAV (the level of the discount being set having taken into account the illiquid nature of the companies' private company investments).

·      Significant contribution from Baillie Gifford to the costs of implementing the combination through a management fee waiver.

·      Intention to form a robust and efficient blended board with 6 directors on completion of the merger.

Tom Burnet, Chair of Baillie Gifford US Growth Trust plc, said:

"We are highly disappointed that Saba has chosen once again to impede other shareholders by blocking the Board from credibly presenting a potential merger opportunity that would result in a materially improved position for shareholders of both companies. This potential merger opportunity includes the offer of substantial liquidity for those shareholders who wish it.

"I and my fellow Directors have always been very clear: we want to protect and create value for all our shareholders. That is our priority. We want to be able to put proposals for a way forward which are fair and equitable to all our shareholders. The Board remains determined in its commitment to act in the interests of shareholders as a whole."

Enquiries:

Company  

Baillie Gifford US Growth Trust plc

via Burson Buchanan

Panmure Liberum Limited

Alex Collins/Ashwin Kohli

[e-mail]

[phone]

Burson Buchanan

Henry Wilson / Helen Tarbet

[e-mail]

[phone]

Baillie Gifford & Co Limited, Company Secretary

[e-mail]

[phone]

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

The value of shares and the income from them is not guarantee and can fall as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's or EWIT's respective financial positions, strategies, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's or EWIT's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to its legal and regulatory obligations, the Company expressly disclaims any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the proposed transaction, will not regard any other person as its client in relation to the proposed transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the proposed transaction, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Panmure Liberum under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

None of the Company or Panmure Liberum, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Company and Panmure Liberum, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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