Circ re. Edinburgh Worldwide Inv Trst Tender Offer

Edinburgh Worldwide Inv Trust PLC

16 March 2026

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND (EXCEPT TO WHOLESALE INVESTORS) OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION OR OF THE UK.

This announcement is for information purposes only and it does not constitute an offer to sell, or a solicitation of an offer to acquire, securities in any 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.

For immediate release

Legal Entity Identifier: 213800JUA8RKIDDLH380

16 March 2026

Edinburgh Worldwide Investment Trust plc

The Board of Edinburgh Worldwide Investment Trust (EWIT or the Company) has today published a Circular relating to its proposed tender offer (the Tender Offer), announced on 10 March 2026, together with a notice convening a General Meeting to be held at 2pm on 10 April 2026.

The Circular will shortly be available to download from the Company's website at www.edinburghworldwide.co.uk and its microsite, www.trustewit.com.  

THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE RESOLUTION TO APPROVE THE PROPOSED TENDER OFFER.

YOU MUST VOTE BY 14:00 ON 08 APRIL 2026, ALTHOUGH SOME PLATFORMS MAY HAVE DEADLINES AS EARLY AS 30 MARCH 2026.

Jonathan Simpson-Dent, Chair of EWIT, has written the following letter to shareholders:

Act now to protect your investment before Saba takes control

"Dear Shareholders

Your trust remains under persistent attack from Saba. Together, we find ourselves at a defining moment regarding the future of Edinburgh Worldwide. Over the last two years, your Board has been relentlessly focused on validating and evolving the strategy of this unique trust to unlock the performance that you rightly expect. Our Path for Growth strategy is delivering - your investment is now worth significantly more than it was two years ago.

During this period of turnaround and renewed momentum, your Board has also had to confront repeated attempts by Saba to take control of the Company. Your Company today is owned by two very distinct shareholder groups with fundamentally different objectives. Twice now, the majority of non-Saba Shareholders have made their position clear, endorsing Edinburgh Worldwide's unique and exciting mandate and rejecting the alternative offered by Saba.

Saba has confirmed its intentions and its control agenda

Saba has confirmed its objectives in our recent discussions. It wants a new board which it expects to appoint a new manager. Saba has a clear desire to assume control of the Company's management in order to pursue its own commercial objectives and to alter the investment mandate away from long-term global technological innovation and into what we understand will be opportunistic investment trust discount trading. Saba will not back down until it has broken the status quo and grabbed control of the Company's agenda and future direction.

The regulatory framework will not protect you in this situation

Under existing rules and legislation, a minority shareholder like Saba is not prevented from replacing an entire board with its own nominees who can then appoint their proposer as manager without proper conflict of interest scrutiny. While we have helped to galvanise the FCA into a review of these issues, any regulatory reform that creates a more democratic framework for shareholders will take time to implement, well beyond the short and repeated cycles of Saba's attacks.

A change of control is highly probable

The Tender Offer we are proposing is carefully timed to pre-empt the high probability of a change of control in the coming weeks that would take your Company down a very different path. Our detailed analysis concludes that Saba is likely to succeed in imposing its new board at the Company's AGM which has to be held before the end of April. Shareholders must ask themselves - is this the future you want for your investment?

Your board believes you have a right to choose

This Tender Offer gives you a choice. Do you want to realise value from your investment before a likely change of control, or do you want to remain invested and see how the Company evolves under Saba's influence and control.

Our proposed Tender Offer gives you the freedom to opt out, to take a significant initial cash exit, while importantly retaining exposure to any future upside in the Company's largest investment, SpaceX. The same cannot be said for the proposed Saba tender offer which we believe means you will be expected to walk away from SpaceX at its previous valuation.

All other reasonable options with Saba have been exhausted

This is not a situation your Board wished to reach. Shareholders have already expressed their views twice, and the Board has exhausted every reasonable and equitable solution with Saba. While it is clear that most of you did not want this outcome, Saba's continued actions as a minority shareholder are exploiting weaknesses in the regulatory framework in order to force a fundamentally different direction for the Company. We can only hold back the tide for so long and we believe we are now at the end of the road - this decisive solution gives you a choice to opt out. This Tender Offer represents the culmination of all other avenues being explored and reflects our expectation that a change of control is likely in the very near future.

You need to take action now if you want the option to tender your shares

You need to act twice. First, you need to vote for the tender. You will only have the opportunity to take advantage of this offer and to opt out if more than 50 per cent of votes cast at the General Meeting support the proposal. Given Saba's 30 per cent. shareholding, achieving this will require strong participation, at least comparable to the turnout in January.

Second, you need to consider your own position carefully. Do you want to remain invested under Saba's control, or do you want an option to get out now at a fair value?

Your Board recommends that you vote in favour of the tender

The Board believes that this Tender Offer and the Resolution to be proposed at the General Meeting are in the best interests of the Company and of its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders VOTE IN FAVOUR of the Resolution to be proposed at the General Meeting (regardless of your intention to tender your Shares).

I, along with all of the directors, intend to vote in favour of this proposal and to tender all of our shareholdings. Whether, and to what extent, you choose to do the same will depend on your individual financial and tax circumstances, your views on the Company's prospects, and your investment priorities.

A defining moment.

End the Saba uncertainty.

Vote FOR the tender offer.

Sincerely yours,

Jonathan Simpson-Dent

Chair"

IF YOU WANT TO EXIT BEFORE SABA TAKES CONTROL YOU MUST VOTE FOR THE TENDER OFFER BY 14:00 08 APRIL AND SEPARATELY ELECT TO TENDER YOUR SHARES BY 13:00 ON 16 APRIL 2026, ALTHOUGH PLEASE BE AWARE THAT SOME PLATFORMS MAY HAVE DEADLINES AS EARLY AS 30 MARCH 2026

If you need further information about how to participate in the Tender Offer, please contact:

Shareholders: [e-mail] OR [phone]

For further information please contact: 

Investors:

Deutsche Numis

Nathan Brown

Tel: [phone]

Matt Goss

Tel: [phone]

Media:

Greenbrook Advisory

Peter Hewer / Rob White

[phone]

[e-mail] 

Company Secretary:

Baillie Gifford & Co Limited

Tel [phone]

[e-mail]

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any 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.

The full terms and conditions of the Tender Offer are set out in the Circular, which Shareholders are advised to read in full. Any response to the Tender Offer should be made only on the basis of the information in the Circular.

The Tender Offer is not being made to Restricted Shareholders. In particular, the Tender Offer is not being made, directly or indirectly, in or into Australia, Canada, Japan, New Zealand (other than to Wholesale Investors) and the Republic of South Africa and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility from within Australia, Canada, Japan, New Zealand (except to Wholesale Investors ) or the Republic of South Africa.

The Tender Offer is not being made to Sanctions Restricted Persons.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG (trading as Deutsche Numis) is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). Deutsche Numis, which is authorised by the Prudential Regulation Authority and subject to regulation in the United Kingdom by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority, is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Tender Offer or the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Deutsche Numis nor for providing advice in relation to the Tender Offer or the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Numis by the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder: (i) none of Deutsche Numis or any persons associated or affiliated with it accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, the Company or the directors of the Company, in connection with the Company and/or the proposals described in this announcement; and (ii) Deutsche Numis accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise be found have in respect of this announcement or any such statement.

Notice for U.S. Shareholders

The Tender Offer relates to securities in a non-U.S. company registered in Scotland with a listing on the London Stock Exchange and is subject to the disclosure and procedural requirements, rules and practices applicable to companies listed in the United Kingdom, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which differ from those of the United States in certain material respects.

The circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of Scotland, the UK Listing Rules and the rules of the London Stock Exchange. U.S. Shareholders should read this entire document. Any financial information relating to the Company has been prepared in accordance with UK GAAP (including FRS 102 and SORP), but has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under the Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules of the Financial Conduct Authority. Accordingly, the Tender Offer is subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures. U.S. Shareholders should note that the Company is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder. The Tender Offer is made to U.S. Shareholders on the terms and conditions that are no less favourable than as those made to all other Shareholders whom an offer is made and any informational documents are disseminated to U.S. Shareholders on a basis comparable to the method that such documents are provided to other Shareholders, subject to applicable law and regulatory requirements.

It may be difficult for U.S. Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under U.S. federal securities laws since the Company is located outside the United States and its officers and Directors reside outside the United States. It may not be possible to sue a non-U.S. company or its officers or Directors in a non-U.S. court for violations of U.S. securities laws. It also may not be possible to compel a non-U.S. company or its affiliates to subject themselves to a U.S. court's judgment. Judgments of U.S. courts are generally not enforceable in the UK. In addition, original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws, may not be enforceable in the UK.

To the extent permitted by applicable law and in accordance with regulations, the Company, Winterflood, or any of their affiliates may from time to time, directly or indirectly, make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Winterflood acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent permitted by applicable law and regulations, and subject to compliance with the conditions of Rule 14e-5 and any available exemption thereunder (including, Rule 14e-5(b)(12), such purchases, or arrangements to purchase, will be effected outside the United States and made in compliance with applicable UK law and regulation, including the UK Listing Rules. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction for U.S. federal income tax purposes. Each U.S. Shareholder should consult and seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in this announcement. Any representation to the contrary is a criminal offence.

For the purposes of this announcement, the "United States", "United States of America", "U.S." and "US" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

 

END