REG - Impax Environ Mkts - Publication of Continuation Tender Offer Circular

Impax Environmental MarketsAnnouncement

Mon 07:00

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RNS Number : 3208Q  Impax Environmental Markets PLC  26 January 2026

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND, SWITZERLAND 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

26 January 2026

 

Impax Environmental Markets PLC

Publication of Continuation Tender Offer Circular

The Board of Impax Environmental Markets PLC (the Company or IEM) announces
that it has today published a circular in connection with the proposed
Continuation Tender Offer announced on 16 January 2026 (the Circular). The
Circular sets out the terms of the Continuation Tender Offer to Eligible
Shareholders for up to 100 per cent. of each Eligible Shareholders' holding of
ordinary shares of 10p each (Shares) at the Tender Price (as described below
and set out fully in the Circular).

Glen Suarez, Chairman of Impax Environmental Markets PLC, commented

"Today's circular sets out a clear and decisive choice for IEM's shareholders:
to remain invested in IEM and its specialist environmental markets mandate, or
to exit at close to net asset value per Share. The Board is taking this action
to protect the interests of all Shareholders who have invested in IEM for its
long-term, sustainable investment approach-not for opportunistic, short-term
discount-driven gains.

"This Continuation Tender Offer is subject to approval of IEM's Shareholders
which will be sought at a general meeting of the Company to be held at 11.00
a.m. on 23 February 2026 at the offices of Impax Asset Management, 7th floor,
30 Panton Street, London, SW1Y 4AJ. The Continuation Tender Offer is
contingent on Saba tendering all, or materially all, of its Shares, and is
necessary because Saba's agenda is in direct conflict with that of IEM's wider
Shareholder base, which, as a reminder, voted overwhelmingly in support of the
continuation of the Company in May 2025. Saba's interest in the Company has
introduced ongoing uncertainty, undermining the stability required to deliver
long-term outperformance and the environmental impact our investors should
expect.

"The Board is confident in the growth potential of environmental markets and,
following a recent strategic reset at the Manager, believes IEM is well placed
to deliver on Shareholders' financial and environmental objectives. But the
long-term success of the Company depends on the removal of destabilising
influences that threaten its mandate.

"The Board intends to vote in favour of the Resolution to provide Eligible
Shareholders who wish to exit the opportunity to do so at close to net asset
value per Share. However, none of the Directors intend to tender their own
Shares under the Continuation Tender Offer. The Board remains fully committed
to IEM's long-term vision and encourages Shareholders who share this outlook
to support the Resolution by voting in favour of it at the General Meeting.

"If Saba refuses to tender all, or materially all, of its Shares and blocks
this process, it is clearly indicating that its motive is control and the
Board will propose the Exit Tender Offer to ensure Shareholders are not
trapped in a vehicle at risk of being repurposed for Saba's interests. 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 the Company and its Shareholders as a whole."

Highlights

·      The Board is offering all Eligible Shareholders the option to
sell up to 100 per cent. of their Shares for cash.

·      The Continuation Tender Offer is designed to provide Shareholders
with the choice to remain invested in the Company and benefit from the
long-term growth prospects of an environmental markets strategy or exit at
close to NAV per Share.

·      The Board reached the decision to proceed with the Continuation
Tender Offer because it believes that Saba, a very significant Shareholder,
does not share the Company's long-term objectives.

·      The Continuation Tender Offer is conditional on Shareholder
approval of the Resolution which, as a special resolution, requires at least
75 per cent. of votes cast to be in favour in order for it to pass.

·      All of the Directors intend to vote in favour of the Resolution.

·      None of the Directors intend to tender their own Shares under the
Continuation Tender Offer. The Board remains fully committed to the Company's
long-term vision.

·      Unless Shareholders actively take steps to participate in the
Continuation Tender Offer (in accordance with the procedures set out in the
Circular), none of their Shares will be repurchased and their investment in
the Company will continue.

·      Shareholders remaining invested in the Company will not bear any
of the Tender Costs, presuming the Continuation Tender Offer proceeds.

·      The Tender Price will be based on the NAV as at the Calculation
Date which is attributable to the Shares validly elected for the Continuation
Tender Offer, less the Tender Costs. The Tender Price will be expressed on a
per Share basis in pence Sterling to four decimal places.

·      The Continuation Tender Offer is conditional on, among other
things, Saba tendering all (or materially all) of its Shares, amounting to a
holding of approximately 20.7 per cent.

Expected Timetable

                                                                                2026
 General Meeting timetable
 Publication of the Circular                                                    26 January
 Latest time and date for receipt of GREEN Forms of Proxy for the General       11.00 a.m. on 19 February
 Meeting and to vote on the Resolution
 Record time and date for entitlement to vote at the General Meeting            6.00 p.m. on 19 February
 General Meeting                                                                11.00 a.m. on 23 February
 Results of General Meeting announced                                           23 February

 Continuation Tender Offer timetable
 Continuation Tender Offer opens                                                26 January
 Record Date for the Continuation Tender Offer                                  6.00 p.m. on 27 January
 Continuation Tender Offer Closing Date: Latest time and date for receipt of    1.00 p.m. on 26 February
 PINK Tender Forms and submission of TTE Instructions from Eligible
 Shareholders
 Results of Continuation Tender Offer Elections                                 27 February
 Calculation Date for the Continuation Tender Offer                             close of business on 13 March
 Tender Price announced                                                         16 March
 CREST Settlement Date: payments through CREST made and CREST accounts settled  Week beginning 23 March
 for tendered Shares. Cheques for certificated Shareholders despatched.
 Definitive Share certificates are despatched in respect of balance to          Week beginning 23 March
 certificated Shareholders

PLEASE NOTE THAT EARLIER VOTING AND TENDER OFFER DEADLINES ARE LIKELY TO APPLY
TO ELIGIBLE SHAREHOLDERS THAT HOLD THEIR SHARES THROUGH AN INVESTOR PLATFORM.
THIS COULD BE AS EARLY AS 16 FEBRUARY 2026.

Note: All references to time in the Circular are to UK time. Each of the times
and dates in the above expected timetable (other than in relation to the
General Meeting and the return of the PINK Form of Proxy) may be extended or
brought forward. If any of the above times or dates change, such that the
General Meeting needs to be adjourned, the revised time and/or date will be
notified to Shareholders by an announcement through a Regulatory Information
Service.

Additional Information

Terms used but not defined in this announcement shall have the meaning given
to them in the Circular.

Ordinary Share ISIN: GB0031232498

Ordinary Share SEDOL: 3123249

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 (mailto:ImpaxEM@camarco.co.uk)

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 are 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.

The Continuation Tender Offer is not being made to Restricted Shareholders. In
particular, the Continuation Tender Offer is not being made, directly or
indirectly, in or into Australia, Canada, Japan, New Zealand, the Republic of
South Africa, and Switzerland, and the Continuation Tender Offer cannot be
accepted by any such use, means, instrumentality or facility from within
Australia, Canada, Japan, New Zealand, the Republic of South Africa or
Switzerland.

The Continuation Tender Offer is not being made to Sanctions Restricted
Persons.

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 Continuation Tender Offer, the potential
Exit Tender Offer or 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 Continuation 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 Continuation 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.

This document has been 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. U.S. Shareholders should
read this entire document. Any financial information relating to the Company
has been prepared in accordance with UK GAAP (including FRS 102 and SORP), but
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 Continuation Tender Offer is being
made in the United States pursuant to Section 14(e) of, and Regulation 14E
under 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 of the Financial Conduct Authority. Accordingly, the Continuation Tender
Offer is 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 Continuation Tender Offer is 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 is made and any informational documents are
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 Continuation 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 in
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 the UK.

To the extent permitted by applicable law and in accordance with regulations,
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
Continuation 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), such purchases, or arrangements to
purchase, will be effected outside the United States and made in compliance
with applicable UK law and regulation, including the UK Listing Rules. 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. 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 Continuation 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 has approved or
disapproved of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in this
announcement. 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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