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Saba announces ‘enhanced liquidity proposal’ to EWI shareholders

ALN

Saba Capital Management LP on Monday announced an ‘enhanced liquidity proposal’ to the shareholders of Edinburgh Worldwide Investment Trust PLC, the latest chapter in the row between the FTSE 250 investor and its largest shareholder.

The proposal is contingent on the election of a new board of director’s proposed by 30% stakeholder Saba. The New York-based hedge fund said the enhanced offer is ‘significantly superior in structure and governance to [EWI’s] proposed tender offer and is in the best interests of all shareholders.’

Saba said it made the offer ‘after listening carefully to shareholder feedback’.

Under the offer, EWI shareholders would be granted three options: tender immediately and exit at NAV less costs, tender following a potential SpaceX initial public offering or liquidity event - but prior to any potential change in investment mandate - at NAV less costs; or retain their investment in EWI.

The offer follows EWI’s announcement of its own tender offer on March 10.

‘This regrettable but necessary step is intended to protect shareholders from being trapped by Saba, offering a significant cash exit close to NAV while preserving exposure to SpaceX until a future liquidity event, after which shareholders would receive a further cash payment,’ Chair Jonathan Simpson-Dent said at the time.

Saba on Monday said its new proposal ‘is designed with tax efficiency in mind.’

‘For any shareholder carrying embedded gains in EWI, tendering under the current board’s proposal could unnecessarily crystallise a capital gains tax liability. To do so now, simply because EWI Chairman Jonathan Simpson-Dent has created a sense of urgency around his own removal, would be an own goal,’ it added.

‘By tendering under the current board’s proposal, many shareholders would be paying a real tax bill in cash, forfeiting the opportunity to see the SpaceX position through to a proper liquidity event, and surrendering the chance to evaluate a prospective new manager - all so that the current board can serve its own interests and point to redemptions as a vindication of its campaign against Saba. In contrast, Saba’s Enhanced Proposal allows shareholders to choose when to tender  before or after the SpaceX event - and allows them to manage any tax consequences on their own terms.

‘Saba encourages all EWI shareholders to vote AGAINST the current board’s proposed tender offer ahead of the 8 April deadline, and to vote FOR Saba’s three independent nominees - Gabriel Gliksberg, Michael Joseph and Jassen Trenkow - at the upcoming annual general meeting,’ it continued.

EWI shares closed down 1.6% at 211.50 pence in London on Monday. Shares are up 35% over the past 12 months.

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