How a tender offer works

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<p>This tender offer is timed to pre-empt an ever-increasing likelihood that Saba will take control of Edinburgh Worldwide. Saba commenced its third attempt just 3 weeks after the majority of non-Saba shareholders rejected their proposals. The vote is getting ever tighter, and the Board’s detailed analysis suggests that it is increasingly probable that Saba gets control of your Company by the end of April.</p> <p>So what do you need to do?</p> <p>This is a 2-step process.</p> <p>First, this tender offer requires shareholder approval. You should vote to allow the tender to proceed, to give you choice and options – this requires a 50% majority of voting shareholders. This vote will be concluded on 10 April.</p> <p>Shareholders can vote by completing the Blue Form of Proxy or through CREST, if shares are held electronically.</p> <p>It is important that you complete and return the Blue Form of Proxy, appoint a proxy or proxies electronically or use the CREST electronic voting service in the manner referred to below by 8 April.</p> <p>Shareholders who hold their shares through an investment platform, such as Hargreaves Lansdown, Interactive Investor or AJ Bell, should contact your provider for information on how to vote, as platform deadlines may be earlier.</p> <p>And second, if you want to take advantage of this offer you must tender your shares. You will have until 16 April to do this.</p> <p>This can be done by completing the Gold Tender Form or submitting instructions through CREST.</p> <p>If you decide to tender your shares, you can expect two payments. First, the Company will begin the orderly sale of its listed investments. Once those assets have been sold, shareholders will receive an initial payment.</p> <p>A small portion of shares will then be placed in escrow. This simply means that they are held temporarily, cannot be traded, and remain in place until the Company realises your fair portion of SpaceX.</p> <p>The second payment will be made when there is a liquidity event for SpaceX, such as a sale or IPO. At that point, the Company would sell your SpaceX allocation and return the remaining value to shareholders.</p> <p>If you decide to stay in the Trust, you should expect change – a new board, a new manager, quite possibly Saba, a new mandate. A smaller Trust with Saba potentially yielding even more influence – and, inevitably, a less liquid portfolio.</p> <p>The entire board will be voting for the tender offer and will then tender our shares.</p> <p>Both I and the Board believe that this tender offer is the fairest and most deliverable solution for many shareholders who have twice rejected Saba’s alternative plans. But you must act twice: firstly, to allow this tender process to proceed, then to instruct on your own shares.</p> <p>Further details on how to vote can be found at <a href="http://www.trustewit.com/">www.trustewit.com</a>.</p>