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<p><strong>Naomi Cherry (NC):</strong> Good afternoon, and thank you for joining this live Edinburgh Worldwide Q&A webinar. Please note that this meeting is being recorded. My name is Naomi Cherry, and I’m a Client Relationship Director at Baillie Gifford, and I will be hosting today’s webinar. Attendees are in listen-only mode. However, questions are encouraged, and these can be submitted at any time via the Q&A box on the right-hand side of your screen.</p>
<p>Simply type in your question and press send. I’m delighted to be joined today by Jonathan Simpson-Dent, Chair of Edinburgh Worldwide Investment Trust, who’s here to respond to questions from Edinburgh Worldwide shareholders. We’ve received a number of pre-submitted questions from shareholders, and will aim to cover as many of these as possible alongside questions submitted during the meeting. If you do have further questions after this, please use the contact details that are available on the company’s website. I’d now like to hand over to Jonathan for some opening remarks that he might make.</p>
<p><strong>Jonathan Simpson-Dent (JSD):</strong> Thanks, Naomi. And yeah, welcome everyone to this question-and-answer session. It’s a really important time for the Trust. So I was delighted to see some really strong registrations for this particular event. Really essential that we give you as much information as possible to make informed decisions here.</p>
<p>Look, the purpose of today is to firstly explain why we’re doing this. And that is on your minds, looking at the questions. Secondly, what it means to you as shareholders and also what you as shareholders need to do, what actions you need to take from here on. I’ll keep my opening comments short because I just really want to get straight into the questions. But before we do that, I just want to really let people know that we do not want to be here.</p>
<p>We have been backed into a corner by Saba. We are on the verge of a change of control, and that is forcing us down this particular route, and we believe it is the best route to take the company down for all of our shareholders. So we’re on the precipice of a change of control, and that’s why the timing of this particular event is so important. I’d also like to say that I think it is really important for any of us as shareholders to make informed decisions. And on that, I’d love you to have more information about the other side of the story, what Saba’s intentions are, what the intentions of the three nominee directors are, should they get control at the end of April.</p>
<p>I invited the three nominees onto this particular event to allow you to ask your questions of them as well as of me. I was very disappointed that I didn’t even receive a response from them. So unfortunately, they’re not going to be joining us today. But with that, let’s get into it. And Naomi, let’s fire over the first question.</p>
<p><strong>NC: </strong>Thank you, Jonathan. And we have received a significant number of pre-submitted questions. So let’s start with some of the key themes. One question notes that Saba only holds 30 percent of Edinburgh Worldwide. “I don’t understand why the board was giving up. Can you please explain?”</p>
<p><strong>JSD:</strong> Yeah, and look, I’ve read all your questions verbatim as they’ve come in, and there’s been some really sort of powerful language in there, some very strong emotion around this. “Are you guys giving up?” I can absolutely tell you we are fighting for fairness for you, for our shareholders. Put simply, we are doing this because the alternative, if we don’t do this, is something that you have now said twice that you don’t want. So that’s why we’re doing this, because we think the alternative is pretty unattractive.</p>
<p>And you’ve actually said that. Let’s just talk about the 70–30. So why, given that Saba owns 30 percent of the company, can they force change? Well, we’ve been through this twice before. Back in February 2025, 64 percent of you, non-Saba voters, 64 percent of the people who actually voted, voted against Saba.</p>
<p>In January this year, 53 percent voted against Saba. So already the margin of comfort against Saba is decreasing. So 64 percent has become 53 percent. And partly that’s because Saba has been increasing its holding during the intervening period. What typically happens at an AGM, which happens at the end of April, is it is more difficult to get voters out to vote.</p>
<p>And that’s for a number of reasons. One of the primary reasons is that the platforms that many of our retail shareholders – we have 24,000 retail shareholders who own 50 percent of the company – the retail platforms that many of those hold their shares through are not obliged to notify those shareholders of a recommended clean sweep of the board. Therefore, typically at an AGM – and we’ve analysed this over the last couple of rounds – you get a lower turnout. If we get a lower turnout, in line with what we’ve seen in recent history, then it is highly probable that we lose control of the company at the AGM. So no matter what we do, just the mechanics of the voting process and the stickiness of the platforms means that it becomes increasingly difficult to win the AGM.</p>
<p>Once control has gone, control has gone, then all of us as shareholders are in the hands of the three new nominees. And we know that there’s pressure from Saba to change the manager, to get them in, and to change the mandate. So there’s too much at stake here. There is simply too much at stake, which is why the board feels really strongly that we owe you a choice, and that’s what this tender process is all about.</p>
<p><strong>NC:</strong> Thanks, Jonathan. That’s a helpful explanation. Another key theme we saw coming through in the questions submitted is that Saba have publicly disclosed that they would recommend the nominees that they offer a cash exit at NAV less 1 percent. Why shouldn’t shareholders just take that up now? And under your proposal, why wouldn’t they get all of their cash up front?</p>
<p><strong>JSD:</strong> Yeah, and look, this is on your minds. We’ve had lots of questions in this particular area. And there’s two primary reasons that I’ll touch on why we think that this particular tender proposal is a really good solution for shareholders. Let’s just take a step back and talk about Edinburgh Worldwide. The board loves this mandate.</p>
<p>We know that the majority of you non-Saba shareholders also love this mandate. You told us twice back in February last year, January this year. So we know you love this. We invest in techie, exciting, disruptive, next-gen businesses. And the largest of those businesses in the portfolio is SpaceX.</p>
<p>SpaceX is around about 16 percent of Edinburgh Worldwide. We’ve been in the company for eight years now, in SpaceX for eight years, and we are on the cusp of potentially a very significant event at SpaceX. You’ll have read the IPO rumours. Bear in mind that we hold SpaceX at a historic valuation from December last year of $800bn. The rumoured range of IPO valuations go anywhere from $1.5tn to $1.75tn, so that’s almost twice what we hold the company at.</p>
<p>You should benefit from that. For many who’ve been in the Trust for a long time, you’ve been waiting for this moment. Let’s not take it away from you. So the structure of this tender offer is to make sure that you can take advantage of a future liquidity event at SpaceX. So that’s the first reason.</p>
<p>The second reason is this particular proposal that the board is putting forward is within our remit. If you vote for this particular proposal in the next couple of weeks, and we get a yes and we want it to proceed, it is guaranteed. It happens. We will make it happen. We are then in a real tight timeline to actually execute the tender process.</p>
<p>Saba cannot give you the same guarantee. They absolutely can’t give you that guarantee. They have talked at length about why their three nominee directors are independent. If their three nominee directors are independent, then there’s no way that they can commit to what Saba has suggested, because they have to evaluate that and make sure that it’s fit for all shareholders. They may need to take some advice on it.</p>
<p>So there’s no way that they can guarantee delivery. So you should benefit from SpaceX, the largest holding in the portfolio. And you should expect certainty around the future. And we can offer you that certainty as far as the process is concerned.</p>
<p><strong>NC:</strong> Thanks, Jonathan. I think that the one other key theme we’ve seen is about the need to vote and the need to tender. Can you talk briefly about the two processes that you need people to act on if they want to participate in this?</p>
<p><strong>JSD:</strong> Absolutely. And look, you know, I’ve been through the tender circular with a fine-tooth comb and it’s 61 pages long, and it is riddled with quite a lot of complex stuff in there. So let me just sort of keep this really, really simple. Shareholders need to do two things. The first thing – and in my view, this is the most important immediate action – is to vote for the tender.</p>
<p>We can only proceed with this tender if we have a 50 percent majority of anyone turning out to vote. We don’t know how Saba are going to behave, so we need people to speak up, to come forward like they did in January this year and in February last year. We need that number of people to speak up. If that number of people speaks up and we get a 50 percent majority for the tender vote, then it can proceed. And that vote closes on 8 April.</p>
<p>So the first thing you’re voting for is: should the tender proceed, yes or no? And we really encourage you to vote for the tender to allow it to proceed. That gives you choice. It gives you optionality. You can then decide in the second decision what you want to do with your shares.</p>
<p>Do you want to use this as opportunities to cash out now under the terms of the tender, with some goodness to come from SpaceX at the next event? Or do you want to stay in and go with likely a very different board and future direction for the company? So that’s your choice, and it’s an open choice, but that choice is by 16 April. So 8 April – and some platforms shut earlier – is for the tender itself, and then what you specifically do with your stock thereafter by 16 April.</p>
<p><strong>NC:</strong> Thanks Jonathan, that’s clear. So moving on to some more of the themes that we’ve received. One question is, what is it that Saba is after in EWIT besides taking control? Is there something above all else which is driving their behaviour?</p>
<p><strong>JSD:</strong> Look, if I just think about the last three or four months, we’ve asked them repeatedly to explain what it is that they’re really after, what their plans are, why they’re doing it. And repeatedly, they’ve refused to do that. So again, I tried to get those three nominees onto this call to explain to you, to explain to all of us as shareholders, what they really want to do here, because otherwise we’re flying blind. We know one side of the story, we don’t know the other side of the story, and I think that is a problem.</p>
<p>I think that’s not a situation that I really support. So here’s what we think, and I can only say what we think, and this is partly through informal dialogue with Saba, and partly through what they’ve said previously over the last 15, 16 months of this long and hostile campaign. We know they want this board out. We know they want their nominees in, three nominees in. We know they want those nominees to change the manager.</p>
<p>We know they want themselves to be the manager. They’ve always talked about AUM, having AUM, taking the fees. We know their fee structures are more expensive. I mean, just look at their other fee structures. You will see that it’s more expensive than your current fee structures.</p>
<p>And we know their investment strategy would be very different. We know that they want to target discounted investment trusts, trading in and out of those discounts, which is totally different to an eight-year play on an exciting stock like SpaceX. They’re totally different strategies. So speculation and informal discussion, but that’s all we can glean at this stage.</p>
<p><strong>NC:</strong> Thanks, Jonathan. That’s really helpful. One question I’ve had is, “I’ve invested for years in EWIT and other funds pushed around by Saba, and I’m disgusted by their behaviour. If EWIT exists in two years’ time, how will it compare to the fund that I bought? What will the fund have changed? How will it be materially different under Saba?”</p>
<p><strong>JSD:</strong> This is deeply frustrating. So I’m not surprised that you’re disgusted by this. This is deeply frustrating. Let me tell you, I too am deeply frustrated. Again, so many of you came out a year ago.</p>
<p>So many of you came out in January saying you really like this mandate. You really want it to continue. You like the investment strategy. It’s different in the marketplace. It’s got so many really attractive things.</p>
<p>I suspect that Edinburgh Worldwide probably will exist in two years’ time, but it’s going to be a totally different animal. It will be totally different because, like I said, we’re on the edge of a change of control. Once control has gone, then I believe that the Edinburgh Worldwide that we know and love will change shape dramatically. We know that the new nominees will have pressure on them from the largest shareholder to change the manager. We know that larger shareholder will also put itself forward to manage the fund.</p>
<p>And we know they want to go down this totally different route of buying in and out of discounted investment trusts. So that’s why we need to offer you the choice to get out now, because if you like this particular mandate, that’s totally different to that mandate and you deserve an exit option.</p>
<p><strong>NC: </strong>Thanks, Jonathan. Another question we’ve received is that the deadline of 16 April for tendering shares appears to guarantee the scuttling of the ship. Would it not be better to set this for after the AGM so shareholders can decide based on whether the current board prevails or Saba takes control?</p>
<p><strong>JSD:</strong> Again, really simply, I think it would be wrong to roll the dice on the AGM, and we would be rolling the dice on the AGM. Like I said previously, given voter trends into the AGM, there’s a very high probability that we will lose control of the AGM. And that is what we’re protecting against. And that’s why the timing of this action is right now, before the AGM, whilst we are still in control.</p>
<p>After the AGM, this may not be an option. This may not be an option because it’s entirely in the hands of those three nominee directors. So no matter how much prep work we do, and we can get all the circulars prepared and mailed out, no matter how much stuff we do, if the vote happens after the AGM, that vote can be stopped by an incoming – by a new board who want to go down a different direction. So it is, again, it’s vital that we give you the choice and the optionality, and that’s what we’re doing and why we’re doing it now.</p>
<p><strong>NC:</strong> Thank you, Jonathan. Another question is, if the end game is to ultimately liquidate EWIT, why is this tender process optional rather than a full liquidation and return of capital?</p>
<p><strong>JSD:</strong> Yeah, again, we want to give shareholders choice. So some people may actually decide that they want to stay in a Saba-controlled vehicle. And that is your choice. That’s our choice. And we know that Saba want to stay in.</p>
<p>And we also know that Saba has the ability to block any liquidation. So with a 30 percent holding, many corporate actions require a 75 percent majority to pass, and therefore Saba can block any other consideration. And trust me, we have looked at the full range of options here before we’ve come up with this particular one, because we know that many other options, they will just simply block. So yeah, they can block it.</p>
<p>So it’s very unlikely to happen. We know they want to stay in. We know they’ve got a different end game. So, you know, the main thing that we have to do is offer shareholders choice and the ability to get out of Edinburgh Worldwide now at value, really fair value with goodness on SpaceX as well. Or, you know, if you choose to, you’re very welcome to stay in a Saba-controlled vehicle.</p>
<p><strong>NC:</strong> A question that’s come in that touches on some of the points that you’ve just raised is “shareholder just wanting to understand what the other options the board did consider? I assume it’s the likes of a rollover merger, for example. Could you touch on those and give some rationale as to why those weren’t the chosen route?”</p>
<p><strong>JSD:</strong> Yes, look, we’ve done a lot of soul-searching over the last couple of years. And I’ll just dial back two years. Many people wanted to really see the performance of the trust pick up. We embarked on the path-for-growth strategy. We’ve seen performance really pick up since then.</p>
<p>It’s very important as a board that there is a lot of focus on the operational mechanics of Edinburgh Worldwide. It was a really high-performing trust, and I’m delighted with performance over the last couple of years, really delighted with performance. During that time, Saba kept increasing their stake, and therefore it was really important for us to explore all options. We looked at mergers, we looked at restructurings, we looked at whether or not we could carve out some of the portfolio and all sorts of creative solutions.</p>
<p>And as you’ll have seen last November, the path of least resistance, the most credible option to that of a merger, which would have protected people, you know, from tax consequences of this sort of activity, et cetera. Yet the most likely option was blocked by Saba. So yeah, Saba very clearly wants to get control of Edinburgh Worldwide. And they were just not going to stop until they’ve achieved that objective.</p>
<p><strong>NC: </strong>Thank you. “What would be the shareholder position if the SpaceX IPO was postponed or cancelled? Would you be able to touch and give some detail on that?”</p>
<p><strong>JSD:</strong> Yeah, and this is something that we’ve debated a lot. And actually, over the last three, four months, I’ve had the opportunity to speak to many shareholders. And it is clear that SpaceX is a crown jewel in the portfolio. People are really excited about the company and its future. So a lot of people are in Edinburgh Worldwide, partly for the investment strategy, but that investment strategy directly links into companies like SpaceX.</p>
<p>And SpaceX is a really important thing in many shareholders’ minds and is on the cusp of potentially a significant value event for the company. I can’t predict the future, so I can’t say whether the IPO is going to happen or not. I absolutely can’t. But what I can tell you is if you look back, the way SpaceX has had very regular liquidity events.</p>
<p>So, you know, and those liquidity events, the last one was in December 2025. They typically run most years, so I would be very surprised if there’s not a liquidity event in the next 12 months. I can’t guarantee it, but I’d be very surprised if it wasn’t. If it was an internal liquidity event and they’re already heading towards IPO speculation at a much higher value, I would probably suspect that valuation is more than likely to increase quite a bit.</p>
<p>And because of that, because of the potential in that uplift, we felt it was only right to give shareholders access to that. And that’s why we’ve structured this particular tender in that way.</p>
<p><strong>NC:</strong> Thanks. And one further question on SpaceX relates to the valuation of it. The shareholder just noted that you have disclosed that you’ll produce a tender pool NAV. Will SpaceX be valued in the same way that it has been for the number of years that you’ve held it, or do you envisage any changes to that?</p>
<p><strong>JSD:</strong> Yeah. Look, an investment trust like Edinburgh Worldwide has very rigorous valuation processes around, particularly around unlisted investments. It’s very easy to value a listed investment because it’s traded every day. But for an unlisted investment, it’s really, you know, we’ve got very rigorous processes with internal scrutiny, with external scrutiny that actually validate what we carry it at. In SpaceX’s case, we carry it at the last liquidity event until there’s the next trigger point. And there has to be a sort of a trigger point.</p>
<p>And trigger point could be an internal tender, as we saw in December last year, that led to a revaluation in December. It could be them firing off an IPO process. So there could be – yeah, there has to be a trigger point. And that then allows us to revalue it. So for now, until there’s a trigger point, it is held at its current carrying value.</p>
<p>And again, once again, that’s why we have done this two-tier tender with circa 85 percent of your proceeds coming out very close to day one, as soon as practical after the tender, and then future value to come from SpaceX, because I think we all believe, we don’t know for sure, but we all believe there’s real latent value in SpaceX versus the current carrying value.</p>
<p><strong>NC: </strong>Thanks. A theme that we’re also seeing come in on questions is about the current market conditions and macro backdrop. Obviously, when the transaction was announced by the board, the macro backdrop couldn’t have been predicted. It makes decision-making tricky for shareholders. Is there anything that the board can do in the light of this? Or is your timing being driven by other factors?</p>
<p><strong>JSD:</strong> The timing on this is entirely driven by Saba and their persistent action. Once again, come the end of April, control is very likely to pass out of our hands and into the hands of Saba’s nominees and likely on Saba thereafter. So that is what’s driving the timing. Look, markets fluctuate up and down. The one thing I can tell you, and back to the path-for-growth strategy, we’ve got a real focus on portfolio construction and making sure that the portfolio is resilient to all sorts of market trends, geopolitics, et cetera.</p>
<p>We’ve built a portfolio that we believe is as resilient as possible. We’ve got a number of unlisted in there that are on a long view rather than fluctuating on a day-to-day basis in the markets. So we’ve really focused on portfolio resilience. And I think shareholders have benefited from that in the last couple of years as they’ve seen the performance of the trust. So, yes, none of us like the timing of this, but that is driven by a minority shareholder who is forcing our hand.</p>
<p><strong>NC:</strong> Thanks. One question that I’ve seen come in is in relation to platforms, and it’s noting that the platforms won’t allow the shareholder to tender their shares until the tender offer vote has passed, which is only giving them up to four days to complete this. What should they do?</p>
<p><strong>JSD:</strong> Can I just start off with what we’re doing about that? Because, trust me, that is, in my view, unacceptable. That is really unacceptable. And I’m really quite upset about this. We have firstly, we’ve got direct lines into the platforms to say, come on, get this sorted.</p>
<p>Secondly, we’ve been working with our industry body, the AIC, to put real pressure on the platforms, because there’s no reason why they shouldn’t be open for the tender decision right now. And thirdly, I am in strong dialogue – and trust me, it is strong dialogue – with the FCA on this. This is not democratic for shareholders. In my view, it is not fair. That’s too short a time window.</p>
<p>And the platforms need to sort this out. And if they don’t sort it out, the FCA needs to weigh in and get them sorted out. They have the authority to say, come on, this is ridiculous. And frankly, it is not acceptable.</p>
<p><strong>NC:</strong> Thanks, Jonathan. That’s very clear. On that kind of engagement with the FCA, we’ve had one question in. Is there regulation that stops the largest shareholder also becoming the owner/manager? There must be challenge in terms of largest owner and manager being one and the same and a related party. Have you got any colour you could share on that?</p>
<p><strong>JSD: </strong>Once again, I think this question is really on the money. I think it is so relevant, not just to Edinburgh Worldwide, but to the broader investment trust sector. I think it’s a really, really relevant question. The board has the authority to change the manager. So if there is a change of board at the end of April at the AGM, they have it in their gift to declare who the new manager is going to be.</p>
<p>And normally, I would expect an independent board to go through a really thorough process to actually evaluate a range of options and really demonstrate they’ve tested the market very strongly before they make an appointment. In this particular case, there’s nothing enforcing that to happen. There is nothing enforcing that to happen. They could get nominated. They can then serve notice on the current manager.</p>
<p>And then they could bless Saba as the new manager. And this is, again, why I am in very active dialogue with the FCA, because that is wrong. In my view, there is definitely a relation there. Yeah, I’ve just nominated my board nominees. And I know that I want to become the manager and I’m asking them to appoint a new manager.</p>
<p>And I’m a very significant shareholder, so I can probably sway some influence here. So, look, in my view, I think this is a real flaw, imperfection in the current regulatory and legal framework, and this is another area that we’re asking the FCA to really tighten up on because it does not feel right.</p>
<p><strong>NC: </strong>Thanks. Another area or theme that we’re seeing a number of questions on relates to tax treatment. There’s a number of questions on tax and capital gains, including if there are ways to mitigate capital gains tax, how proceeds are going to be treated, how this interacts with ISA holdings. Would you be able to provide some kind of overview for shareholders that they could take into consideration or be aware of?</p>
<p><strong>JSD: </strong>To some extent, all I can say is that it would be wrong for me to try and give anyone tax advice. So I just encourage everyone to look at your own personal situations and consider and take tax advice as you need to, as you see fit. So I think that has to be your responsibility. For those that hold shares in their ISA, this just goes straight back into your ISA account, and then you can then choose what to do with it thereafter, unless you’ve particularly chosen to withdraw it from your ISA. So it stays in that tax-efficient wrapper.</p>
<p>So for ISA holders, there is no risk here. For other shareholders who hold it outside ISA, look, this is a taxable event. It is under capital gains tax. The second transaction with SpaceX realisation would also be under capital gains tax as well. I think a few of you have asked questions on that.</p>
<p>But we have looked at all options to try and mitigate that tax risk, and hence, we put forward different options during the course of the last year. It is now impossible to mitigate that tax risk. And actually anyone following the market will see Herald has put out an announcement today along very, very similar lines. They’ve got exactly the same issue. This isn’t specific to Edinburgh Worldwide. This is specific to any investment trust that is forced to go down a very different route from a minority holder.</p>
<p><strong>NC:</strong> Thanks Jonathan. Probably quite an important point to touch on is if I were to tender my shares, can I still vote at the AGM that you have said will be held by the end of April, or have I lost all voting rights simply by undertaking the tender process?</p>
<p><strong>JSD:</strong> I am really pleased that a few of you asked this question. You tender your shares by 16 April. The AGM is right at the end of April, and it’ll take a couple of weeks for proceeds to flow from the initial 85 percent cash realisation. You are still a shareholder until that point, and you will almost certainly be a shareholder at the AGM. I would absolutely encourage you to vote those shares at the AGM, and we’ll be sending out a notice of the AGM meeting in the next couple of weeks.</p>
<p>So keep an eye out for it. And absolutely, you have a say, so please do use that.</p>
<p><strong>NC:</strong> Thank you. A question’s come in in relation to the composition of the tender pool. Could you please touch on which assets will be forming the tender pool?</p>
<p><strong>JSD:</strong> Yes, I can. So there are, simplistically, see the current portfolio of Edinburgh Worldwide in three buckets. We’ve got listed holdings, which are around about 70 percent of the company. We’ve got SpaceX, which is around about 16 percent of the company. And then the rest are held in other unlisteds, which are pretty illiquid in their nature.</p>
<p>We’ve invested in those for the long term. It does not make sense to go through a fire sale of those other unlisted assets. For us to try and take those to market quickly would cede value that we don’t think is fair on shareholders that have been forced into this action by Saba. So they sit outside. They are in the continuing asset pool.</p>
<p>What comes into the asset pool is a mixture of listed assets and SpaceX. So SpaceX will be 16 percent of it circa, and the rest of it will be made up of listed assets, which will actually reflect the broader portfolio of NAV, including those illiquids. So, you’ll receive value for those illiquids, but you’ll receive it in a way that is realisable in the market.</p>
<p><strong>NC: </strong>That’s a helpful explanation, thank you. One question that’s come in is, what are the voting choices at the AGM? So you touched upon that Saba have come back again after the most recent requisition general meeting. Could you give some detail as to what resolutions they’ve asked you to propose at the upcoming annual general meeting?</p>
<p><strong>JSD:</strong> Yeah, again, the AGM is going to be at the end of April. That’s in line with our normal annual timeline. There’s going to be simply two different choices. Firstly, do you or don’t you want the three nominees, the three candidates nominated by Saba. Again, I would have loved them to have come on this call today to actually, you know, to place their claim, to say what their plans are, to explain themselves to you, to actually introduce themselves to you.</p>
<p>They haven’t been to any of the meetings so far, so we don’t even know who they are. So first up, do you want those three nominees? And again, likely you’re going to be flying blind on that. Secondly, do you want the existing board? We all put ourselves forward annually for renewals.</p>
<p>Of the six current directors, one is due to stand down at this particular AGM anyway, because he served his 9 years. So the other five directors of the rest of the board, do you or don’t you want the rest of the board? And do you or don’t you want the three nominee directors?</p>
<p><strong>NC:</strong> That’s helpful, thank you. One question that seems to be coming up time and time again here is, if Saba were to take control, can they stop the implementation of the SpaceX sale for the tender pool?</p>
<p><strong>JSD:</strong> This has been a very important consideration of this particular tender construct. So assuming that over 50 percent of shareholders vote for the tender in a couple of weeks’ time, that tender process then goes into execution mode. Once we are in execution mode, there is a legally binding contract effectively between the company and the tendering shareholders. And there is an instruction to the manager to realise SpaceX at the next liquidity event, so a direct instruction. So there’s a legally binding contract in place and a specific instruction in place with the manager.</p>
<p>Look, individuals in this world can ultimately do whatever they want, but they would be in breach of a legally binding contract and therefore behaving illegally. So in my view, I think that we have made this particular SpaceX realisation pretty watertight. So as a shareholder, I feel good about it and it makes me want to stay in. And I think that risk is minuscule.</p>
<p><strong>NC:</strong> Thank you, Jonathan. I probably will wrap up with one final question, and you’ve alluded to it already, flagging the announcement from Herald today that they are still seeking to engage with Saba. Have you managed to engage with Saba?</p>
<p><strong>JSD:</strong> More recently, yes. During the course of last year, we had lots of frustrating engagements with Saba. We took them two proposals last year for them to actually exit Edinburgh Worldwide in a way that wouldn’t disenfranchise other shareholders. So we took two proposals. Again, we got a very strong message from you that you want this trust to continue.</p>
<p>They turned both of those proposals down. We know their ultimate goal is to get control of the trust and AUM. We took the merger proposal to them, which they rejected, which would have given a nice tax-efficient solution for shareholders. We’ve engaged with them during the course of the last few months, during the course of the production of this particular tender proposal to say, look, there’s a way out for you here and a very financially attractive way out.</p>
<p>The portfolio has really performed compared to the value that they bought in at, and the discount’s come right in at the discount they bought in at. If this was purely an unemotional economic decision, it would be a no-brainer for them. But there’s a bigger force at play here. They want control. They’ve said that.</p>
<p>And we know that. And they are very, very close to getting control, which is why we have to vote for this tender. I really encourage you to vote for this tender, because that then gives you choice about whether to stay in or whether to come out.</p>
<p><strong>NC: </strong>Thanks, Jonathan. And thank you for addressing all of those questions. Before I wrap up, are there any closing remarks that you would like to make?</p>
<p><strong>JSD:</strong> I’ll just go back to my opening comment. We don’t want to be here. I hear the emotion in your voices from the questions. I really hear it. Look, this is a deeply frustrating place for all of us to be.</p>
<p>And you’ve said twice now that you really want Edinburgh Worldwide to continue. I really want Edinburgh Worldwide to continue. But rolling the dice at the AGM, in my view, is super risky, and we have to offer choice to our shareholders. And that’s what this process is all about. Saba have really backed us into a corner on this, and because of AGM voting patterns, they’re very, very likely to get control at the end of April.</p>
<p>So now is the time. Please do lodge your vote for the tender and then do make your choice for your individual shares, whether you want to come out of Edinburgh Worldwide and get that, hopefully, some real excitement on SpaceX to come, or whether you want to stay in the trust in a likely very different construct and very different control. So thank you very much for dialling in. Don’t forget to vote for the tender, 8 April. Don’t forget to tender your shares, 16 April.</p>
<p><strong>NC:</strong> Thanks, Jonathan. And thank you very much to everyone that’s taken the time to join this Edinburgh Worldwide webinar this afternoon. As Jonathan has flagged, there are a number of deadlines that are fast approaching in relation to both the tender vote and your tender elections. A tender slide will show at the end of this webinar that will provide details of a number of the voting deadlines, together with details of where you can find more information as to how to vote or how to tender. Thank you again for joining us. Goodbye.</p>
<p> </p>
<p><strong>Edinburgh Worldwide – Vote FOR the Tender Offer</strong></p>
<p>Platform voting closing deadlines</p>
<table border="1" style="border-collapse: collapse; width: 100.018%; height: 126.933px;">
<tbody>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Hargreaves Lansdown</td>
<td style="width: 49.6094%; height: 18.1333px;">6 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Interactive Investor</td>
<td style="width: 49.6094%; height: 18.1333px;">6 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">AJ Bell</td>
<td style="width: 49.6094%; height: 18.1333px;">1 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Halifax Share Dealing</td>
<td style="width: 49.6094%; height: 18.1333px;">2 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Barclays Smart Investor</td>
<td style="width: 49.6094%; height: 18.1333px;">6 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Fidelity</td>
<td style="width: 49.6094%; height: 18.1333px;">6 April</td>
</tr>
<tr style="height: 18.1333px;">
<td style="width: 49.6094%; height: 18.1333px;">Charles Stanley</td>
<td style="width: 49.6094%; height: 18.1333px;">7 April</td>
</tr>
</tbody>
</table>
<p>For more information or help with voting or tendering please go to:</p>
<p><a href="http://www.trustewit.com/">www.trustewit.com</a></p>
