The rationale for the tender offer

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<p>Dear shareholders,</p> <p>Edinburgh Worldwide remains under persistent attack from Saba Capital. A change of control of your company is becoming increasingly probable in the next few months. The Board has therefore proposed a tender offer for up to 100% of the issued share capital of the Trust to give eligible shareholders a choice, which you deserve, and the freedom to opt out before Saba is able to secure control of the Company.</p> <p>Twice in the last year, the majority of non-Saba shareholders have rejected the attempts by Saba to force through its proposals. Edinburgh Worldwide has a unique and exciting mandate and many of you do not want to see this destroyed by Saba for their own commercial self-interest. The Path for Growth strategy is delivering. We would love to carry on, to keep getting smarter, to keep outperforming our benchmark.</p> <p>Sadly, Saba thinks otherwise and, after exploring all reasonable options to reach a constructive resolution, the Board believes it would now be irresponsible to allow the Company to remain caught in this cycle indefinitely, or to subject shareholders to a change of control without a route out.</p> <p>Saba’s commercial self-interest and the structural weaknesses in our regulatory framework mean that it is only a matter of time before they succeed in taking control of Edinburgh Worldwide. A year ago, their first attempt was rejected by 64% of voters. A couple of months ago, after increasing its holding, Saba’s second attempt was rejected by 53% of voters. The margin gets ever tighter, and our detailed analysis suggests that Saba is on the verge of prevailing at the upcoming AGM.</p> <p>And Saba has now laid its cards on the table: A new Board, a new manager, ideally themselves, a new mandate. Saba has not listened to you.</p> <p>Now is the time for the Board to offer a safety net, to allow you to protect your investment, to sell out of Edinburgh Worldwide if you so choose, to move out of these choppy waters created by Saba’s persistence and their self-serving commercial objectives.</p> <p>The Board believes the proposed Tender Offer represents the best possible solution for shareholders in the current circumstances. This tender offers you cash up front for the majority of your shares close to net asset value. It also reserves some of your shares specifically for SpaceX. You will have heard market rumours of an upcoming IPO or other liquidity event at a significantly higher value than our carrying value. The Board believes that it is only fair and right to allow you to receive the cash benefits of any such upside as and when it happens.</p> <p>This is a much more attractive offer than Saba’s proposal at 99% of net asset value – no upside on SpaceX and no certainty of implementation by a new board it claims to be independent.</p> <p>This is not the outcome we would have chosen under different circumstances. However, having reached this impasse, the entire board will be voting for the tender offer and will then tender our shares.</p> <p>This could be your last chance before Saba takes control by forcing through board and managerial changes. Once again, you must vote. 50% of votes are required for this tender offer to progress.</p> <p>Please take this opportunity to vote – it really matters.</p> <p>Thank you for listening.</p> <p>Further details on how to vote can be found at <a href="http://www.trustewit.com/">www.trustewit.com.</a></p>