Murray International Trust reaches governance agreement with Saba

Murray International Trust PLC (LSE: MYI) has entered into an agreement with abrdn Fund Managers Ltd and Saba Capital Management L.P. that places clear limits on Saba's ability to challenge or influence the investment trust.

The agreement covers shareholder proposals, board changes, voting, management influence and short selling. Unless it ends earlier under a specified condition, these undertakings will remain in place until the conclusion of Murray International's 2029 annual general meeting.

For shareholders, the immediate significance is greater governance stability. However, the agreement does not prevent Saba from trading Murray International shares or supporting a takeover offer.

What has Murray International agreed with Saba?

Under the agreement, Saba has provided a series of undertakings to Murray International.

Saba undertaking	What it means in practice
No shareholder proposals or requisitioned resolutions	Saba will not put proposals to shareholders or demand a resolution or general meeting
No attempt to change the board	Saba will not seek to replace or alter Murray International's directors
No attempt to influence control or policy	Saba will not seek to control or influence the board, company, management or policies
Voting support using best endeavours	Saba will use best endeavours to ensure shares it controls are not voted against board recommendations
No short selling	Saba will not directly or indirectly bet on a fall in Murray International's share price through short selling

Short selling is the practice of taking a position designed to profit when a share price declines. Its inclusion makes the agreement broader than a simple commitment not to seek board changes.

The voting undertaking is also worth reading carefully. Saba has agreed to use its "best endeavours" to procure that controlled shares are not voted against the board's recommendation. That wording is not the same as an unconditional promise to vote with the board in every circumstance, but it still provides the directors with a meaningful degree of support.

Investors can read the original company announcement for the precise terms disclosed by Murray International.

How long will the restrictions last?

The undertakings remain effective until the earlier of two events:

1. The conclusion of Murray International's 2029 annual general meeting.
2. The date on which abrdn Fund Managers Ltd ceases to act as the trust's alternative investment fund manager.

An alternative investment fund manager, often shortened to AIFM, is the regulated entity responsible for areas including portfolio or risk management under the applicable investment fund framework.

The second condition means the agreement is connected to the continued appointment of abrdn Fund Managers Ltd. If that appointment ends before the 2029 AGM concludes, Saba's undertakings would also end at that point.

No exact calendar date for the 2029 AGM was disclosed.

What Saba can still do

This is not a complete restriction on Saba's rights as a shareholder or its ability to deal in Murray International shares.

The agreement does not prevent Saba from:

• Voting in favour of a takeover offer.
• Accepting a takeover offer.
• Buying or selling Murray International shares, provided that activity does not involve short selling.

These exceptions matter. The agreement limits activist-style intervention, but it does not lock Saba into its investment or stop it supporting a transaction that could result in control of the company changing.

Murray International did not disclose the number of shares controlled by Saba, the value of Saba's holding or any commitment by Saba to maintain a particular ownership level.

Why the agreement matters for shareholders

The clearest positive is a period of greater corporate stability.

Saba has undertaken not to requisition meetings, submit proposals, seek board changes or influence company policy. That reduces the near-term prospect of a public governance dispute initiated by Saba and allows the board to concentrate on running the trust.

The agreement could also reduce uncertainty around future general meetings. Subject to the best-endeavours wording, the board should not face opposition from Saba-controlled shares when resolutions are presented with a board recommendation.

There is also no monetary cost to Murray International. The company said it had provided no monetary consideration to Saba or its affiliates in return for the benefits of the agreement.

The board further stated that the arrangement does not restrict its independence or the company's independence in any way. It reiterated its commitment to corporate governance, promoting the company's success and putting the interests of shareholders as a whole first.

Readers looking for wider context on the trust can visit the Murray International Trust company page or review its 2025 full-year performance and dividend update.

What are the limitations and risks?

The announcement is reassuring from a governance perspective, but it does not alter Murray International's underlying investment performance, portfolio risks or dividend prospects.

No financial consideration was paid by the company, but the announcement says Saba's offer resulted from separate arrangements between Aberdeen Group and Saba. Murray International was not a party to those arrangements, and their financial or commercial terms were not disclosed in this announcement.

The agreement is also time-limited and conditional. It will not necessarily remain in force until 2029 if abrdn Fund Managers Ltd ceases to be the AIFM before then.

Finally, the takeover exception preserves Saba's freedom to support or accept an offer for Murray International. That is not necessarily negative, but it means the agreement should not be interpreted as eliminating every route through which significant corporate change might occur.

What investors should watch next

The practical test will be whether the agreement delivers the quieter governance period it is designed to provide.

Shareholders should monitor future general meeting notices, voting results and any changes to the appointment of abrdn Fund Managers Ltd. Any takeover proposal would also sit outside the restrictions described in this announcement.

For now, Murray International has secured potentially valuable protections without paying Saba any monetary consideration. The main benefit is not an immediate financial uplift, which was not disclosed, but greater certainty over how Saba can engage with the trust until the agreement expires.