REG - Impax Environ Mkts - Proposed Tender Offer

Impax Environmental MarketsAnnouncement

16/01/2026 07:02

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RNS Number : 1450P  Impax Environmental Markets PLC  16 January 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION OR OF THE UK.

This announcement is for information purposes only and it does not constitute
an offer to sell, or a solicitation of an offer to acquire, securities in any
jurisdiction in which the same would be unlawful. Neither this announcement
nor any part of it shall form the basis of or be relied on in connection with
or act as an inducement to enter into any contract or commitment whatsoever.

For immediate release.

Legal Entity Identifier: 213800RAR6ZDJLZDND86

16 January 2026

 

Impax Environmental Markets PLC

Proposed Tender Offer

The Board of Impax Environmental Markets PLC (the Company or IEM) announces
that it intends to put forward proposals for the Company to offer eligible
shareholders a cash exit by way of a tender offer for up to 100 per cent. of
their shares in the Company at close to Net Asset Value (NAV) per share (the
Continuation Tender Offer). The Continuation Tender Offer, to be approved by
way of a special resolution, will also allow those shareholders who wish to
remain invested in the Company the ability to do so.

If the Company's largest shareholder, Saba Capital Management, L.P. (Saba)
which is beneficially entitled to 20.7 per cent. of the shares in the Company,
does not tender all (or materially all) of the shares in the Company to which
it is beneficially entitled, the Continuation Tender Offer will not proceed
and shareholders will not receive any liquidity through the Continuation
Tender Offer. In these circumstances the Board will put forward a second
tender offer, also for up to 100 per cent. of the Company's share capital, to
be approved by way of an ordinary resolution (the Exit Tender Offer). The
Board will only propose the Exit Tender Offer to the extent it is necessary to
offer shareholders a means by which they can exit all or substantially all of
their holdings in the Company, which the Board believes is being targeted by
Saba, an activist with a short-term investment horizon which potentially has
the aim of controlling the Company's strategic direction and assets.

Glen Suarez, Chairman of Impax Environmental Markets PLC, commented

"After exhausting every reasonable alternative to protect our shareholders,
the Board has been left with no choice but to propose the Continuation Tender
Offer, contingent upon Saba's full participation, in response to Saba's
relentless pursuit of short-term objectives at the expense of IEM and the
wider UK investment trust sector.

"The Board cannot stand by while Saba's actions create an environment of
uncertainty and risk for all our shareholders. The Continuation Tender Offer
proposed today is designed to provide shareholders with the choice to exit at
close to NAV if they have a short-term investment horizon, or to remain
invested in IEM and benefit from the long-term growth prospects of an
Environmental Markets strategy, once Saba's destabilising influence has been
removed. If Saba blocks this effort by refusing to tender the shares to which
it is beneficially entitled, its motive for control will be revealed and the
Board will propose the Exit Tender Offer to enable shareholders to exit the
Company and avoid the risk of being trapped in a changed strategy that no
longer represents their chosen investment strategy or objectives.

"The Board has done everything within the constraints of the current UK
regulations to protect all shareholders and believes this course of action is
in the best interests of both the Company and its shareholders."

Highlights

·      The Board firmly believes that the compelling growth prospects of
Environmental Markets, combined with Impax Asset Management's deep sector
expertise and the recent strategic reset of the portfolio leave the Company
well-placed to deliver on shareholders' financial as well as environmental
objectives. However, the Board is concerned about the Company's ability to
meet these objectives if it ends up in a protracted conflict with Saba, its
largest and growing shareholder.

·      The Board will shortly publish a shareholder circular (the
Circular) offering all shareholders, including Saba, the opportunity to tender
up to 100 per cent. of their shares at NAV per share less the costs of the
tender, to be approved by a special resolution requiring 75 per cent. of votes
to be cast in favour in order to pass (the Continuation Tender Offer).

·      A condition of the Continuation Tender Offer, aside from its
approval by shareholders, is that Saba tenders all (or materially all) of the
shares in the Company to which it is beneficially entitled. The Board believes
that only then can the Company move on from the Continuation Tender Offer to
deliver investment returns for a stable and supportive cohort of shareholders.

·      However, Saba, has indicated it may not support the Continuation
Tender Offer. The Board is concerned that Saba's intention is potentially to
take control of the strategic direction of the Company and/or as large a
proportion of the Company's assets as possible.

·      In the event that Saba does not participate fully in the
Continuation Tender Offer the Board believes that the Company cannot deliver
on its investment objective with its largest shareholder not supportive of its
long-term continuation under its Environmental Markets strategy and
potentially advocating for alternative proposals which the Board believes may
be detrimental to other shareholders' interests.

·      Therefore, in the event that the Continuation Tender Offer is not
deliverable, the Board intends to offer all shareholders the opportunity to
tender up to 100 per cent. of their shares at NAV per share less the costs of
the tender, to be approved by an ordinary resolution, requiring 50 per cent.
of votes cast to be cast in favour in order to pass (the Exit Tender Offer).

·      The Exit Tender Offer would not be conditional on Saba tendering
its shares. The Exit Tender Offer is being put in place as a contingency in
the event the Continuation Tender Offer does not proceed, to give shareholders
the chance, if approved, to realise as much of their investment as they wish
and to protect them from becoming inadvertently trapped in a Saba-controlled
vehicle.

·      The Directors all intend to vote for the Continuation Tender
Offer in respect of their shareholdings and do not intend to tender their
shares in the Continuation Tender Offer.  In the event that the Continuation
Tender Offer does not proceed and the Board proposes the Exit Tender Offer,
the Directors all intend to tender their shares.

Background to and Reasons for the Continuation Tender Offer

In 2024, ahead of its continuation vote in 2025, the Board conducted a round
of shareholder consultations. Subsequently, shareholders approved the
Company's continuation at its AGM in 2025 by a significant majority (89.57 per
cent. of the votes cast being in favour).

Over the course of 2025 the Company repurchased 49,450,940 shares for a total
of £189.0 million, representing 20.6 per cent. of its share capital at the
beginning of the year, in an attempt to narrow its discount. However, the
Company's performance continued to be challenged by increasingly concentrated
equity markets, prompting the Company to undertake a further shareholder
consultation at the end of 2025. Saba, which over the last few months has
increased its shareholding in the Company and most recently declared a
position of 20.7 per cent. on 7 January 2026, was spoken to as part of this
process.

As a consequence of feedback during the most recent shareholder consultation,
and bearing in mind the size of Saba's holding in the Company, the Board has
considered a wide range of possible actions. After careful consideration, and
an assessment of the voting requirements of various options and the likelihood
or not of obtaining the requisite shareholder approval, the Board has
concluded that the Continuation Tender Offer is in the best interests of all
shareholders as it offers all shareholders, including Saba, a choice as to
whether to remain invested in the Company or realise their investment at close
to NAV. The Board has sought to engage constructively with Saba, alongside
other major shareholders, regarding the Continuation Tender Offer proposal.

The Board notes that throughout Saba's "Mind the Gap" campaign, Saba focused
on boards' purported lack of willingness to offer shareholders exit
opportunities in order to address what it perceived as unjustifiably large
discounts and/or poor performance. The Board notes that the Continuation
Tender Offer is aligned with one of the principal objectives of Saba's
previous activist campaign, being to offer "liquidity events, including tender
offers … so that all shareholders immediately have the opportunity to
receive substantial liquidity near NAV".

The Continuation Tender Offer will provide eligible shareholders who wish to
exit with the opportunity to do so. Accordingly, the Board will in due course
urge all shareholders, particularly Saba, to vote in favour of the proposed
Continuation Tender Offer at the required General Meeting (as defined below),
the notice of which will be contained within the Circular to be published
shortly.

Continuation Tender Offer Summary

·      Eligible shareholders to be entitled to tender up to 100 per
cent. of the shares in the Company to which they are beneficially entitled.

·      Following receipt of all valid elections for the Continuation
Tender Offer, and if the special resolution to approve the Continuation Tender
Offer is passed at the General Meeting and the Continuation Tender Offer is
not otherwise terminated, the Tender Price will be published as expeditiously
as possible following the closing date for the elections.

·      The Tender Price at which validly tendered shares will be sold by
eligible shareholders under the Continuation Tender Offer will be NAV per
share as at the Continuation Tender Offer calculation date less the costs of
the Continuation Tender Offer.

·      Continuing shareholders will not bear any of the costs of the
Continuation Tender Offer (in the event it proceeds).

·      The Company currently has significant distributable reserves.
Based on the likely take-up across the shareholder base, the Board expects
that this will be sufficient to allow all shareholders who wish to do so, to
receive cash for all of their shares, thereby effectively giving shareholders
a 100 per cent. exit opportunity. However, in the unlikely event that tender
elections exceed distributable reserves the Continuation Tender Offer will by
necessity have to be scaled back pro rata.

·      An expected timetable will be included in the Circular.

Conditions for the Continuation Tender Offer

The Continuation Tender Offer will be conditional upon, amongst other things,
approval by shareholders at a general meeting to be held in February 2026 (the
General Meeting). Shareholder approval will be by way of special resolution,
requiring 75 per cent. of the shares voting to be voted in favour of the
resolution for it to pass. Notice of the General Meeting will be set out at
the end of the Circular.

So as to ensure that the Company provides a stable platform for its investment
strategy for continuing shareholders, it is also a condition of the
Continuation Tender Offer that Saba makes a valid election in respect of all
(or materially all) of the shares in the Company to which it is beneficially
entitled.

Following the Continuation Tender Offer

The Board firmly believes that the compelling growth prospects of
Environmental Markets, combined with Impax Asset Management's deep sector
expertise and the recent strategic reset of the portfolio leaves the Company
well-placed to deliver on shareholders' financial as well as environmental
objectives. None of the Directors intend to tender their Shares under the
Continuation Tender Offer.

Following completion of the Continuation Tender Offer the Board will conduct a
review of the Company's strategic options, in light of the take-up of the
Continuation Tender Offer and the views of the Board on the minimum viable
size for the Company going forwards.

The Board notes that Saba has indicated that it may not support the
Continuation Tender Offer. Therefore, whilst the Board will continue to
attempt to engage constructively with Saba alongside other shareholders, the
Board is also setting out proposals for the Exit Tender Offer as a contingency
in the event that the Continuation Tender Offer does not proceed.

The Exit Tender Offer

The shareholder resolution in connection with the Continuation Tender Offer is
being proposed as a special resolution, requiring 75 per cent. of those voting
to vote in favour in order for it to pass. As Saba has stated it may not
support the Continuation Tender Offer, unless its position changes, the Board
does not expect this resolution to pass if Saba were to vote against given
Saba's shareholding of 20.7 per cent. and typical voter turnout for the
Company's AGM.

The Board believes that if Saba does not elect for the Continuation Tender
Offer, a proposal which offers Saba its invested capital back at NAV less
costs, it may try to take control of the Company's strategic direction and
assets. As a result, the Board is also stating its intention to propose the
Exit Tender Offer, the terms of which will be set out in a further circular to
shareholders and which would be approved by way of an ordinary resolution,
requiring 50 per cent. of those shares voting to be voted in favour of the
resolution for it to pass. The Board notes that, as a matter of company law
and the Company's articles of association, an ordinary resolution to approve a
tender offer is permissible. The Board also notes that whilst this does not
follow corporate governance best practice, the exigencies of the situation,
and the potential harm to shareholders resulting from the possible intentions
of the Company's largest shareholder, warrant this unusual step.

The Exit Tender Offer would not be conditional on Saba voting in favour of the
relevant resolution or submitting a valid tender election for any or all of
the shares to which it is beneficially entitled. However, if Saba chooses not
to submit a tender election, the Board believes that following the completion
of the repurchase of the shares validly tendered pursuant to the Exit Tender
Offer, Saba could own over 50 per cent. of the Company's issued share
capital.  Accordingly, the Exit Tender Offer will provide a cash exit for
those shareholders not wishing to assume the risk of retaining exposure to a
company whose majority shareholder may change the Company's investment
objective or strategy.

No action is required to be taken by shareholders in respect of the Exit
Tender Offer at this time. If the Continuation Tender Offer does not proceed,
a separate circular will be issued in respect of the Exit Tender Offer in due
course.

Conclusion

In the Continuation Tender Offer the Board is offering Saba an exit for its
c.£158 million investment in the Company at close to NAV, structured in a way
that Saba itself has previously set out as the right thing to do for
shareholders. The Board urges Saba to permit shareholders in the Company a
free and fair choice between liquidity and continuity and to support the
Continuation Tender Offer.

Enquiries:

Impax Environmental Markets PLC

Glen Suarez, Chairman, via Winterflood

+44 (0)20 3100 0000

 

Juniper Partners Limited

Corporate Secretary to Impax Environmental Markets PLC

+44 (0)131 378 0500

 

Winterflood Securities Limited

Corporate Broker

Joe Winkley / Neil Morgan / Rose Ramsden

+44 (0)20 3100 0000

 

Camarco

Billy Clegg / Jennifer Renwick

ImpaxEM@camarco.co.uk

This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the Market Abuse Regulation). The person responsible for arranging
for the release of this announcement on behalf of Impax Environmental Markets
plc is Juniper Partners Limited. Upon the publication of this announcement,
this information is considered to be in the public domain.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into any
contract or commitment whatsoever.

The full terms and conditions of the Continuation Tender Offer will be set out
in the Circular, which shareholders are advised to read in full. Any response
to the Continuation Tender Offer should be made only on the basis of the
information in the Circular.

Winterflood Securities Limited (Winterflood), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for the Company and is not advising any other person or treating
any other person as its client in relation to the Continuation Tender Offer,
the potential Exit Tender Offer or the matters referred to in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Winterflood nor for
providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Winterflood by the Financial Services and Markets Act 2000, as amended, or
the regulatory regime established thereunder: (i) none of Winterflood or any
persons associated or affiliated with it accepts any responsibility whatsoever
or makes any warranty or representation, express or implied, in relation to
the contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by, or on
behalf of it, the Company or the directors of the Company, in connection with
the Company and/or the proposals described in this announcement; and (ii)
Winterflood accordingly disclaims, to the fullest extent permitted by law, all
and any liability whatsoever, whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise be found have in respect
of this announcement or any such statement.

Notice for U.S. Shareholders

The Tender Offer relates to securities in a non-U.S. company registered in
England and Wales with a listing on the London Stock Exchange and is subject
to the disclosure and procedural requirements, rules and practices applicable
to companies listed in the United Kingdom, including with respect to the
Tender Offer timetable, settlement procedures, withdrawal, waiver of
conditions and timing of payments,   which differ from those of the United
States in certain material respects.

A circular will be prepared in accordance with UK style and practice for the
purpose of complying with the laws of England and Wales, the UK Listing Rules
and the rules of the London Stock Exchange. The Tender Offer will be made
solely by means of the circular and related tender offer documents. U.S.
shareholders should read this entire document once published. Any financial
information relating to the Company has been prepared in accordance with IFRS
and has not been prepared in accordance with generally accepted accounting
principles in the United States; thus it may not be comparable to financial
information relating to U.S. companies. The Tender Offer will be made in the
United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S.
Securities Exchange Act of 1934 as amended (the Exchange Act), subject to the
exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance
with the requirements of the UK Listing Rules. Accordingly, the Tender Offer
will be subject to disclosure and other procedural requirements that are
different from those applicable under U.S. domestic tender offer procedures.
U.S. Shareholders should note that the Company is not listed on a U.S.
securities exchange, subject to the periodic reporting requirements of the
Exchange Act or required to, and does not, file any reports with the SEC
thereunder.  The Tender Offer will be made to U.S. shareholders on the terms
and conditions that are no less favourable than as those made to all other
shareholders whom an offer will be made and any informational documents will
be disseminated to U.S. shareholders on a basis comparable to the method that
such documents are provided to other shareholders, subject to applicable law
and regulatory requirements.

It may be difficult for U.S. shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under U.S. federal securities laws
since the Company is located outside the United States and its officers and
directors reside outside the United States. It may not be possible to sue a
non-U.S. company or its officers or directors in a non-U.S. court for
violations of U.S. securities laws. It also may not be possible to compel a
non-U.S. company or its affiliates to subject themselves to a U.S. court's
judgment. Judgments of U.S. courts are generally not enforceable the UK. In
addition, original actions, or actions for the enforcement of judgments of
U.S. courts, based on the civil liability provisions of the U.S. federal
securities laws, may not be enforceable in UK.

To the extent permitted by applicable law and regulations and in accordance
with normal UK practice, the Company,  Winterflood, or any of their
affiliates may from time to time, directly or indirectly, make certain
purchases of, or arrangements to purchase, Shares outside the United States
during the period in which the Tender Offer remains open for acceptance,
including sales and purchases of Shares effected by Winterflood acting as
market maker in the Shares. These purchases, or other arrangements, may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. To the extent permitted by applicable law and regulations,
and subject to compliance with the conditions of Rule 14e-5 and any available
exemption thereunder (including, Rule 14e-5(b)(12)), In order to be excepted
from the requirements of Rule 14e-5 under the Exchange Act, by virtue of
relief granted by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or
arrangements to purchase, , will be effected outside Unites States and made in
compliance must comply with applicable English law and regulation, including
the UK Listing Rules, and the relevant provision of the Exchange Act. Any
information about such purchases will be disclosed as required in the United
Kingdom and the United States and, if required, will be reported via the
Regulatory Information Service of the London Stock Exchange and available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom, this
information will also be publicly available to Shareholders in the United
States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for U.S. federal income tax purposes. Each U.S. Shareholder should consult and
seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any U.S. state securities commission will approve or
disapprove of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in the
circular. Any representation to the contrary is a criminal offence.

For the purposes of this announcement, the "United States", "United States of
America", "U.S." and "US" means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.

 

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