Key Takeaways
- • Saba Capital Management requisitioned general meetings for Baillie Gifford US Growth Trust PLC and two other Baillie Gifford-managed trusts in December 2024, leveraging a 29.3% stake to force shareholder votes on board replacement resolutions.
- • Saba's activism targeted non-executive directors including Tom Burnet, seeking to replace the independent board with Saba-selected candidates as part of a discount management strategy; the trust's board unanimously opposed the requisition and urged shareholders to reject Saba's proposals.
- • The requisitioned general meetings occurred in February 2025, with shareholder voting reaching approximately 78.4% of total voting rights; Saba's proposals were defeated, marking a significant victory for the incumbent board against activist pressure.
- • Retail investors comprising over 50% of the trust's shareholder register presented a critical voter mobilization challenge for both Saba and the board, with historical AGM turnout falling below 40% of issued share capital across the three affected trusts.
- • Saba founder Boaz Weinstein conducted an aggressive campaign criticizing Baillie Gifford's management track record and emphasizing the trusts' three-year average discount to net asset value, supplemented by webinars, media engagement, and social media outreach.
Summary
Saba Capital Management, a US-based activist hedge fund, initiated a significant challenge to the governance structure of Baillie Gifford US Growth Trust PLC and two sister trusts managed by Edinburgh-based Baillie Gifford in December 2024. Armed with a 29.3% shareholding in the US Growth Trust, Saba filed requisition notices demanding general meetings where shareholders would vote on resolutions to remove non-executive directors and install Saba-selected replacements. The requisitioned general meetings were scheduled for February 2025. Beyond the US Growth Trust, Saba simultaneously targeted Keystone Positive Change Investment Trust (29.65% stake) and Edinburgh Worldwide Investment Trust (25.1% stake), demonstrating a coordinated campaign across multiple Baillie Gifford closed-end vehicles.
The affected trusts' boards mounted a unified defense, unanimously recommending shareholders vote against Saba's proposals and retain the incumbent directors, including Tom Burnet. The boards characterized Saba's activism as self-serving, positioning the requisition as part of a discount management strategy rather than a genuine governance improvement. This framing proved consequential, as it allowed the boards to frame the contest around strategic direction and stewardship rather than accepting Saba's critique of management performance. However, the boards faced a material challenge: retail investors comprised over 50% of the share registers across all three trusts, with one reaching nearly 70% retail ownership. Historical AGM attendance at these trusts had consistently fallen below 40% of issued share capital, suggesting significant voter apathy and mobilization difficulties.
Boaz Weinstein, Saba's founder and manager, personally orchestrated a multi-channel campaign to build shareholder support, directly attacking Baillie Gifford's track record on investment trust management. The activism messaging emphasized the trusts' persistent three-year average discounts to net asset value, framing this as evidence of managerial underperformance. Saba's outreach included webinars, coordinated news media coverage, and social media campaigns designed to reach dispersed retail shareholders and institutional holders. This represented a sophisticated effort to overcome the historical voter turnout problem by raising investor awareness of governance alternatives.
When the requisitioned general meetings concluded in February 2025, the boards secured decisive victories. Total voting participation reached approximately 78.4% of the company's total voting rights—a dramatic increase from historical norms—indicating successful voter mobilization. Excluding shares voted by Saba itself, independent shareholders overwhelmingly rejected Saba's proposals, allowing the existing boards to retain their mandates. The outcome represented a significant setback for Saba's broader campaign against Baillie Gifford-managed trusts and demonstrated the effectiveness of board-led shareholder communication strategies in defending against activist campaigns in the UK investment trust sector.
The affected trusts' boards mounted a unified defense, unanimously recommending shareholders vote against Saba's proposals and retain the incumbent directors, including Tom Burnet. The boards characterized Saba's activism as self-serving, positioning the requisition as part of a discount management strategy rather than a genuine governance improvement. This framing proved consequential, as it allowed the boards to frame the contest around strategic direction and stewardship rather than accepting Saba's critique of management performance. However, the boards faced a material challenge: retail investors comprised over 50% of the share registers across all three trusts, with one reaching nearly 70% retail ownership. Historical AGM attendance at these trusts had consistently fallen below 40% of issued share capital, suggesting significant voter apathy and mobilization difficulties.
Boaz Weinstein, Saba's founder and manager, personally orchestrated a multi-channel campaign to build shareholder support, directly attacking Baillie Gifford's track record on investment trust management. The activism messaging emphasized the trusts' persistent three-year average discounts to net asset value, framing this as evidence of managerial underperformance. Saba's outreach included webinars, coordinated news media coverage, and social media campaigns designed to reach dispersed retail shareholders and institutional holders. This represented a sophisticated effort to overcome the historical voter turnout problem by raising investor awareness of governance alternatives.
When the requisitioned general meetings concluded in February 2025, the boards secured decisive victories. Total voting participation reached approximately 78.4% of the company's total voting rights—a dramatic increase from historical norms—indicating successful voter mobilization. Excluding shares voted by Saba itself, independent shareholders overwhelmingly rejected Saba's proposals, allowing the existing boards to retain their mandates. The outcome represented a significant setback for Saba's broader campaign against Baillie Gifford-managed trusts and demonstrated the effectiveness of board-led shareholder communication strategies in defending against activist campaigns in the UK investment trust sector.
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