REG - Impax Environ Mkts - Result of Exit Tender Offer Elections

Impax Environmental MarketsAnnouncement

20/04/2026 07:00

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RNS Number : 0924B  Impax Environmental Markets PLC  20 April 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 (EXCEPT FOR WHOLESALE
INVESTORS), 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

20 April 2026

Impax Environmental Markets PLC

Result of Exit Tender Offer Elections

Impax Environmental Markets PLC (the Company) announces the results of the
Exit Tender Offer which enabled Eligible Shareholders to tender up to 100 per
cent. of their Shares, as set out in the Exit Tender Offer circular published
on 17 March 2026 (the Circular). The Exit Tender Offer was approved by
Shareholders at a general meeting of the Company held on 16 April 2026 and
Exit Tender Offer elections closed at 1.00 p.m. on 17 April 2026.

A total of 148,202,139 Shares were validly tendered pursuant to the Exit
Tender Offer, representing 77.83 per cent. of the Shares in issue as at 17
April 2026 (excluding Shares held in treasury). Whilst Saba Capital LLP (Saba)
declined to confirm its tender elections to the Board, it appears from an
analysis of the elections that Saba has elected to tender the majority, if not
all, of its position. Once the assets allocated to the Tender Pool have been
realised and the Tender Exit Shares have been repurchased the Board will
review options for the Company's future, bearing in mind the post-Exit Tender
Offer size of the Company and the confirmed composition of its share register
going forwards.

In accordance with the terms of the Exit Tender Offer, the Company's assets
and liabilities will, following valuation on the Calculation Date (being close
of business on 29 April 2026), be allocated between the Continuing Pool and
the Tender Pool on the basis set out in the Circular.

Following the allocation of assets and liabilities to the Continuing Pool and
the Tender Pool the assets in the Tender Pool will be realised. The Tender
Pool will bear all costs associated with the realisation of the assets within
the Tender Pool and the Tender Pool Costs (as set out in the Circular). The
Tender Pool will bear its share of the operating costs of the Company between
the Calculation Date and the Tender Pool Determination Date (defined below).
These operating costs will be borne on a pro rata basis between the Tender
Pool and the Continuing Pool.

Following the date upon which all of the assets contained in the Tender Pool
have been realised, and all liabilities to be borne by the Tender Pool (other
than Tender Pool Costs) met, the Directors will select a date upon which the
Tender Pool Final Asset Value will be calculated (the Tender Pool
Determination Date). The Tender Pool Final Asset Value will equal the value of
the assets in the Tender Pool on the Tender Pool Determination Date, less the
Tender Pool Costs.

The Tender Price, which is expected to be announced before the end of May,
will be an amount equal to the Tender Pool Final Asset Value divided by the
total number of successfully tendered Shares, in each case on the Tender Pool
Determination Date.

As set out in the Circular, the Company has very substantial distributable
reserves. As the final amount to be returned to Shareholders via the
repurchase of the Tender Exit Shares will be based on the Tender Pool Final
Asset Value as at the Tender Pool Determination Date, it is not possible to
say definitively whether the Company will have sufficient distributable
reserves. However, based on the distributable reserves as at 17 April 2026, it
is likely that all of the Shares in respect of which a valid election was made
will be accepted as Tender Exit Shares.

Confirmation of this, or any modest amount of scale back required as a result
of distributable reserves, along with confirmation of the Tender Price will be
announced in due course.

The Circular is available for
viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . Terms used but not
defined in this announcement shall have the meanings given to them in the
Circular.

Glen Suarez, Chairman of the Company commented:

"Elections for the Exit Tender Offer have now closed, and our analysis leads
us to conclude that Saba has tendered the majority of its position.

"There are no winners here. This was an extraordinarily difficult situation to
navigate, trying to balance the varied desires of all of our different
shareholders. The overwhelming majority of shareholders voted just a year ago
in favour of IEM's continuation, but Saba made it clear in subsequent
interactions with the Chair that they did not agree. As a result, the Board
acted proactively to offer an exit to all shareholders who wished to take it.

"The Board will now carefully consider all available options regarding the
Company's future, and will provide a further update with the Notice of AGM, to
be announced shortly."

 

Enquiries:

Impax Environmental Markets PLC

Glen Suarez, Chairman, via Winterflood

+44 (0)20 3100 0000

 

 

Winterflood Securities Limited

Corporate Broker

Joe Winkley / Neil Morgan / Rose Ramsden

+44 (0)20 3100 0000

 

 

Camarco (media enquiries)

Billy Clegg / Jennifer Renwick
ImpaxEM@camarco.co.uk (mailto:ImpaxEM@camarco.co.uk)

+44(0)203 757 4980

 

 

MUFG Corporate Markets (Receiving Agent)
+44 (0)371 664 0321.

Calls are charged at the standard geographic rate and will vary by provider.
Calls from outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to
Friday excluding public holidays in England and Wales.  Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice and calls
may be recorded and monitored for security and training purposes.

Juniper Partners Limited

Corporate Secretary to Impax Environmental Markets PLC

+44 (0)131 378 0500

 

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.

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 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 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 Exit 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 Exit 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 Exit Tender Offer was 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 Exit 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 Exit Tender
Offer was 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 Exit 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 Exit
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.

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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