EWIT update on engagement with Saba Capital

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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 the release of this announcement is Baillie Gifford & Co Limited. Upon the publication of this announcement, this information is considered to be in the public domain.

Edinburgh Worldwide Investment Trust plc

LEI: 213800JUA8RKIDDLH380

2 December 2025

Update on engagement with Saba Capital

Proposed merger with Baillie Gifford US Growth Trust

On 27 November 2025, Edinburgh Worldwide Investment Trust plc ("EWIT" or the "Company"), received an open letter from its largest shareholder, Saba Capital Management, L.P. ("Saba") setting out their intention to requisition a general meeting of the Company to remove the incumbent Board (the "Open Letter").

The Board was disappointed by the Open Letter which did not acknowledge the significant progress EWIT has made since the Board reset the Company on a path for growth a year ago. It also came ahead of a meeting that the Board had previously requested with Saba to discuss the opportunities to drive further shareholder value, including to assess their support for a merger with Baillie Gifford US Growth Trust plc ("USA"), outlined further below.

Path for growth

Since early 2024, the Board has taken proactive steps to review and improve performance and processes alongside external specialists and the Investment Manager, Baillie Gifford. This concluded with an announcement in November 2024 setting out a commitment to reset the Company on a path for growth. Alongside reaffirming the investment strategy, which offers shareholders a unique and distinctive portfolio of disruptive and transformative companies positioned for long-term growth, the Board committed to:

· rebalancing of the portfolio focusing on fewer holdings and stricter measures to address underperforming investments

· reshaping of the portfolio to include more profitable, cash-generating companies and greater sectoral diversification

· raising the market capitalisation limit at the point of initial investment in an investee company from $5bn, set a decade ago, to realign to the largest constituent of the Company's comparative index, the S&P Global Small Cap Index

· a share buyback and capital return programme of up to £130 million alongside a continued focus on long-term discount management, including a newly stated intent to limit the Company's discount to NAV to single digits. 

The Board is pleased with the progress achieved against this plan. The Company has delivered a NAV total return of +16.8% over one year, well ahead of the S&P Global Small Cap Index (+6.2%), from a better-balanced portfolio positioned for improved future performance. The Company's actions over the last year have also supported a tightly managed discount, currently 4.4%, significantly narrower than the Global Smaller Companies peer group weighted average discount of 10.8%.(1)

Today, shareholders benefit from a highly differentiated investment mandate that provides access to compelling high growth public and private companies including SpaceX, the Company's largest holding, Alnylam Pharmaceuticals, and PsiQuantum.

Proposed merger with USA

In parallel with the progress achieved under the path for growth strategy, the Board has continued to evaluate a range of strategic opportunities to enhance long-term shareholder value. The Board is pleased to be in advanced discussions with the Board of USA regarding a proposed merger between the two companies, to be implemented by way of a scheme of reconstruction of EWIT under section 110 of the Insolvency Act 1986. The terms of the merger, which would also include a cash exit option of up to 40% for all shareholders, have been substantively agreed between the two Boards.

The Board believes the proposed merger has strong strategic and financial merit, offering both sets of shareholders a compelling ongoing investment proposition together with a cash return option. The merger would deliver:

· Continued exposure to markets with the most compelling growth opportunities, delivering a combination of complimentary portfolios invested predominantly in exciting public and private companies in the US, consistent with EWIT's existing approach.

· Experienced portfolio managers with a strong track record in both public and private company growth investing

· Enhanced scale, liquidity and cost effectiveness

· Opportunity for shareholders in both companies, including Saba Capital, to opt for a cash exit for up to 40 per cent. of issued share capital at a narrow discount to NAV (the level of the discount taking 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

· Robust, blended Board with six directors on completion of the merger, providing a refreshed perspective following this important strategic step.

Engagement with Saba Capital

On 1 December 2025, the Company's Financial Adviser met with Saba to seek support for the proposed merger with USA. EWIT had requested this meeting several days before the Board received the Open Letter from Saba. During the meeting, the details of the merger proposal were presented, including the option to provide shareholders with a cash exit should they desire.

Saba immediately rejected the proposed merger. Instead, Saba reiterated its ongoing desire for a change of Board and a review of the Company's future.

Saba's response indicates to the Board that Saba's ultimate objective is to gain control of the Company without offering a control premium, thereby trapping the remaining 70% of shareholders in a company run for the exclusive benefit of its largest investor.

This is not Saba's first attempt to take control. In February 2025, Saba's proposal to seize control of the Company was overwhelmingly rejected by 98.4% of voting non-Saba shareholders.

Given the compelling strategic rationale for the proposed merger, the Board will seek to continue its discussions with Saba in an effort to persuade them of the benefits to all shareholders and to them, including the option for a cash exit. Without Saba's support, the proposed merger cannot progress.

The Board also welcomes any comments from other shareholders and will provide a further update in due course.

Jonathan Simpson-Dent, Chair of EWIT, said:

"EWIT has made strong progress since we reset the Company on a path for growth a year ago and we are confident that today it offers shareholders a distinctive portfolio of high-growth companies that would be extremely difficult to access elsewhere in the market.

As this strategy continues to bear fruit, we believe that a merger with USA would accelerate value for shareholders, creating a larger, more liquid and cost-effective investment trust, while retaining the exposure to disruptive and transformative companies. Crucially, it would also provide a fair cash exit for those, such as Saba, whose agendas may differ.

Throughout the last year we have made numerous attempts to engage with Saba to understand their objectives and find an equitable and holistic solution including most recently the proposed merger with USA. Saba's lack of support suggests to us that their agenda is to take control of the Company for their own commercial gain at the expense of the remaining 70% of shareholders.

The Board will make every effort to continue the engagement with Saba in order that we can find a solution to the current impasse and focus exclusively on maximising value for all of our shareholders."

For further Information, please contact:

Jonathan Simpson-Dent

Via Deutsche Numis

Deutsche Numis, Financial Adviser and Broker

Nathan Brown / Matt Goss

+44 207 545 8000

Media contacts:

Greenbrook

Rob White / Peter Hewer

+44 207 952 2000

[email protected] 

Notes:

(1) All data sourced from Deutsche Numis Research to 28 November 2025.

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 EWIT's or USA'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, EWIT's or USA'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, EWIT 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.

Deutsche Bank AG, London Branch, trading as Deutsche Numis (DN) which is authorised in the United Kingdom by the Financial Conduct Authority is acting exclusively for EWIT 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 EWIT 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 DN under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

None of EWIT or DN, 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 EWIT and DN, 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.