US Growth reveals Saba's rejected offer: shareholders vote on 23 October

The dispute between Baillie Gifford US Growth Trust and Saba Capital has changed shape. The board says it offered a cash exit at about 99.75% of net asset value. Saba allegedly rejected it. On 23 October, shareholders will therefore vote on more than a market discount: they must decide who should oversee a portfolio in which Anthropic, SpaceX, Stripe and other private assets require time.

What has changed since our first article

Our first analysis of the Saba dispute asked the central question: how can a trust offer an exit near net asset value without forcing the sale of hard-to-trade private assets? The circular published on 17 September adds a significant piece of evidence.

The board of Baillie Gifford US Growth Trust says it offered Saba, and any other shareholder wishing to participate, a cash exit calculated at net asset value less only the costs of realising the portfolio. The manager would have borne the other costs. The indicative price would therefore have been about 99.75% of NAV.

According to the board, Saba rejected every proposal. This is a fact reported by one party to the dispute. Saba's detailed response was not published in the documents reviewed for this analysis.

NAV is an estimate of value, not a cash account

NAV, or net asset value, is the estimated value of all the trust's assets after debt. Listed shares can be priced every day. Anthropic, SpaceX, Stripe and other private companies are valued using comparable transactions, funding rounds and valuation models.

An offer at 99.75% of NAV therefore looks very close to theoretical value. Yet paying cash requires actual cash. If many shareholders request an exit at once, the trust must use liquidity, sell listed securities, borrow within its limits or arrange the gradual realisation of private assets.

Why Saba's reported refusal matters

Saba requested the appointment of three directors and advocated an exit close to NAV. If the proposal described by the board genuinely answered that demand, its rejection shifts the debate. The question is no longer simply whether the board refuses to provide liquidity. It becomes: what does Saba intend beyond immediate liquidity?

The board alleges that Saba wants control in order to serve its own interests. That is the board's assessment, not an established fact. Equally, Saba's activism does not prove that the existing portfolio is well managed or that governance should remain unchanged.

Shareholders should therefore avoid choosing a camp by reflex. The useful test has four parts: the exit price, the volume that can be accepted, the protection of continuing shareholders and the governance plan after the vote.

What each outcome could change

If Saba's nominees are rejected, the board says it intends to consult shareholders again about a near-NAV exit. Investors will then need the cap, timetable and funding method. An offer that is too large could materially alter the remaining portfolio.

If Saba's nominees are elected, the composition of the board and the balance of power will change. The circular, however, does not yet provide a complete operating plan for private assets, the manager's mandate or the trust's future.

The most important missing element is therefore the complete liquidity mechanism. A headline price is not enough. Shareholders need to know how many shares can be redeemed, over what period and with what protection for those who remain.

The practical marker for shareholders

Proxies must reach the trust by 1pm on 21 October, but banks and investment platforms may set an earlier deadline, potentially around 14 October. Shareholders should check the timetable of their own intermediary and read the documents from both sides before instructing a vote.

Opulion will track three items rather than rhetoric alone: the final terms of any exit offer, the private-asset share of the portfolio after the transaction and the precise mandate of the board emerging from the vote.

This content is general financial information. It is not investment advice, a solicitation, a personalised recommendation or a voting recommendation.