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Baillie Gifford US Growth Trust chair lobbies ministers against Saba's campaign

Tom Burnet, chair of Baillie Gifford US Growth Trust, has asked ministers for new rules on activists while Saba Capital holds nearly 30% of the trust. Shareholders vote in two weeks, so the board has to hold off Saba under rules Burnet says were not built for campaigns like this one.

The Board Room · Leadership desk

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Photograph accompanying Baillie Gifford US Growth Trust chair lobbies ministers against Saba's campaign
Photo: cityam.com

What happened

  • Burnet wants activist shareholders held to the same disclosure standards as listed-company boards, whose statements must be fair, accurate and not misleading.
  • Saba says investors in the trusts it has gone after have made more than £600m in profits from its campaigns, a figure Burnet says has not been scrutinised.
  • Burnet also asked ministers to back the FCA's closed-end fund work and to make voting easier for investors who hold shares through platforms.

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Why it matters

  • constraint The 23 October vote on Saba's nominees will be decided under current rules, so the board has to win holders' support before any reform Burnet seeks could apply.
  • exposure If Saba's nominees are elected, the trust would have directors proposed by a near-30% holder, the conflict the FCA's closed-end fund work is meant to manage.
  • precedent If ministers adopt disclosure parity, any shareholder campaigning for control of a listed trust would have to meet the fair, accurate and not misleading test that boards already face.

Burnet's requests deal with different stages of an activist campaign, and none of them will be in force for the vote on the trust's future in two weeks [5]. Making it easier for investors who hold through platforms to vote affects turnout [18]. Holding activists to the disclosure standards that bind boards would govern the campaign itself [14]. The third request, on the Financial Conduct Authority, covers the period after an activist has won seats [17].

The share register settles the near-term contest. Saba holds nearly 30 per cent of the trust [6], so the board's support has to come from the roughly 70 per cent Saba does not hold [21]. The fund, run by Boaz Weinstein, has been campaigning against London-listed trusts for a long time, and this trust is its latest target of the past 18 months [7]. In April it ousted the board of Edinburgh Worldwide Investment Trust and its chair, Jonathan Simpson-Dent [9]. In September it attempted to wind down Gore Street Energy Fund after investors there narrowly voted against discontinuation [10].

Disclosure parity is the first reform Burnet listed [14]. "Directors of listed companies are rightly required to ensure that what they tell shareholders and the market is fair, accurate and not misleading, and to provide the necessary information which is material to an investor," Burnet wrote [15]. "A shareholder campaigning to take control of the same company...faces no equivalent obligations," he wrote [16]. He applied the point to his own contest, writing that Saba has "not been explicit with shareholders about what it would do with the company if it gained control" [3].

Saba's case to holders is about returns. It accuses the trust of chronic underperformance [11] and says investors in the trusts it has gone after have made more than £600m in profits from its interventions [1]. Burnet's reply was about verification. "Whatever the merits of that claim, neither it nor its proposal for a cash exit for shareholders has been subject to the scrutiny a board's own statements must undergo," he wrote [2]. I think that reply works better as a policy argument than as a voting argument. A holder offered a cash exit will compare it with the returns from staying in, and those returns are what Saba's underperformance charge is about [c8, c12].

The board's position after the vote depends on 23 October. Weinstein has put forward three executives for board roles at the annual meeting that day [12]. It is Saba's third move against the trust in less than two years, after two earlier attempts since the start of 2025 were rebuffed [13]. If the nominees are elected, directors proposed by a holder of nearly 30 per cent would sit on the board [c3, c9]. The FCA's closed-end fund work, which Burnet wants ministers to back, aims to "strengthen board independence and manage the conflicts" that arise when a significant shareholder installs its own directors [17].

Burnet presents Saba's campaign as a threat to the whole investment trust industry [20]. "Without swift action, more investment trusts will fall prey to such tactics, and the ordinary savers who rely on them will be the ones who suffer," he wrote [8]. He also said investment trusts "are now being targeted in ways the existing rules were not designed to handle" [19]. He is making that case two weeks before his own shareholders vote [5]. City AM did not report a reply from Rigby or Alexander [4].

What to watch

  • Whether Lucy Rigby or Douglas Alexander replies to Burnet's letter, and whether the government takes up disclosure duties for activist shareholders.
  • The result of the 23 October annual meeting vote on Saba's three board nominees.
  • Progress on the FCA's closed-end fund work on board independence and conflicts when a large shareholder installs directors.
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