Investment Trusts Launch Final Push for FCA Rule Changes Amid Activist Pressure
The chair of one of Britain's oldest investment trusts has launched a last-ditch campaign urging the City watchdog to better protect the sector from aggressive activist campaigns, even after shareholders have overwhelmingly rejected them.
Edinburgh Worldwide Chair Meets FCA Officials
City AM can reveal that Edinburgh Worldwide Investment Trust (Ewit) chair Jonathan Simpson-Dent met with Financial Conduct Authority officials last week in a final attempt to push through rule changes that might prevent the trust from being commandeered by an American hedge fund.
Alongside the chair of another trust, Impax Environmental, Simpson-Dent is calling for the City watchdog to scrutinize materials published by activists more closely, amid concerns that activists can publish misleading or inaccurate claims to corral backing from other shareholders.
"They Can Just Throw Mud"
"A public company board needs to go through huge scrutiny, and anything it says in the market needs to be fact-checked and approved by lawyers," Simpson-Dent told City AM in an interview. "They can just throw mud as they see fit, and confuse people through fair means and foul."
Ewit is also lobbying the FCA to bolster their industry's protection from a barrage of votes on similar demands from the same investor within a short period of time, after his trust was forced to fend off three unwanted votes in the space of a year.
High-Profile Activist Campaign
The FTSE-250 trust, which can trace its roots back to when Queen Victoria was on the throne, has been the subject of a high-profile activist campaign waged by its largest shareholder, Saba Capital.
In a series of excoriating open letters, the fund has accused the Edinburgh Worldwide board of overseeing a period of "unprecedented value destruction," and has called shareholder votes to determine the trust's future.
Despite the first two of its resolutions being roundly rebuffed by the trust's other investors, Saba has tabled a third set of proposals on Ewit's future at Ewit's annual general meeting this month.
FCA Reluctant to Intervene
Simpson-Dent said he had "questioned the legality" of the third attack, which Saba launched just three weeks after losing the second, and sought to "bat back" the claim.
But he has since offered shareholders a way to extricate themselves from the investment trust at the net asset value of their shares – via a process known as a tender offer – to avoid being left in a vehicle controlled by independent board members appointed by Saba.
The FCA has so far resisted calls from Impax and Edinburgh Worldwide to tighten up its rules on trusts and false communications. Simon Walls, its interim executive director of markets, said he was not inclined to intervene with the "rough and tumble" of activist campaigns, and accused trust boards of being "short-sighted" and "self-interested."
Call for Proper Review
Simpson-Dent responded: "Nothing could be further from the truth. It felt important for me to call him out on those comments, because I do think he's missed the point."
The Ewit chair urged watchdog officials to open up a "proper review" of their rules around investment trusts, saying: "They will find that there are some glitches in the system that can be tidied up, that are quite easy to fix, that are in the interest of all shareholders."
FCA Statement
A spokesman for the FCA said: "Shareholder votes are a critical mechanism for investors to express their views on the direction of a company. These rights are enshrined in law, rather than our rules."
"We've seen record turnouts in recent votes in the investment trust sector, working closely with platforms, and hope to see this continue – it's important that all investors have their say."
The campaign represents a significant moment in the ongoing tension between traditional investment trusts and activist investors, with the outcome potentially shaping regulatory approaches for years to come.
