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

Impax Environmental MarketsAnnouncement

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RNS Number : 8585W  Impax Environmental Markets PLC  17 March 2026

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND (OTHER THAN TO 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

17 March 2026

 

Impax Environmental Markets PLC

Publication of Exit 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 Exit
Tender Offer as set out in the announcement on 16 January 2026 (the Circular).
The Circular sets out the terms of the Exit 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

"At our 2025 AGM, Shareholders overwhelmingly endorsed IEM's continuation and
its long-term environmental markets strategy. Since then, Saba, our largest
Shareholder, has increased its holding to 22.1 per cent. which presents a
significant challenge to IEM's stability and mandate because Saba does not
share a belief in the Company's objectives. The Board has spent months
engaging proactively with Shareholders, working to balance these competing
objectives and attempting to find a responsible solution that protects the
interests of all Shareholders.

Following considerable debate between the Board and advisers the Continuation
Tender Offer, launched on 26 January 2026, was the only option to reconcile
these differing objectives, providing all Shareholders with the opportunity to
exit at close to NAV, while preserving IEM's specialist strategy for those
wishing to remain invested. Throughout the tender period, the Board continued
to engage with Saba in an attempt to seek a mutually agreeable solution, part
of which included the Board securing a substantial financial contribution from
the Manager to enhance the terms available to all Shareholders. Despite these
repeated efforts, Saba declined to tender its Shares, which resulted in the
conditions of the Continuation Tender Offer not being met. It was therefore
cancelled on 27 February 2026.

Having exhausted every reasonable alternative and having received no guidance
from Saba as to its voting or tendering position, the Board has been forced to
act to protect non-Saba shareholders from the possibility of becoming trapped
in a Saba-controlled company where Saba could have the power to change the
strategy, objectives, and even the mandate. Consequently, the Board is
unanimously recommending that Shareholders vote in favour of the Exit Tender
Offer which offers all Shareholders an exit from the Company at close to NAV.

We urge all Shareholders to vote in favour of the Exit Tender Offer at the
forthcoming General Meeting. The Directors will be tendering all of their own
Shares, underscoring our conviction that this is the right outcome for IEM's
Shareholders."

Highlights

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

·      The Board reached the decision to proceed with the Exit Tender
Offer because Saba did not tender their Shares in the Continuation Tender
Offer which meant that it could not proceed.

·      The Exit Tender Offer is conditional on Shareholder approval of
the Resolution which, as an ordinary resolution, requires more than 50 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.

·      All of the Directors intend to tender their Shares under the Exit
Tender Offer.

·      Once the Exit Tender Offer is completed and the new Shareholder
base is known the Directors will consider their ongoing position with the
Company.

·      The Tender Price will be based on the Final Asset Value of the
Tender Pool as at the Tender Pool Determination Date.

·      Unless Shareholders actively take steps to participate in the
Exit Tender Offer (in accordance with the procedures set out in the Circular)
their investment in the Company will continue.

·      Shareholders remaining invested in the Company post the Exit
Tender Offer will be in a significantly smaller Company where the Board
believes there is a significant risk that Saba will hold a controlling
interest. Shareholders should carefully review the risk factors set out in
Part 5 of the Circular.

Expected Timetable

                                                                                2026
 General Meeting timetable
 Publication of the Circular                                                    17 March
 Latest time and date for receipt of BLUE Forms of Proxy for the General        11.00 a.m. on 14 April
 Meeting and to vote on the Resolution
 Record time and date for entitlement to vote at the General Meeting            6.00 p.m. on 14 April
 General Meeting                                                                11.00 a.m. on 16 April
 Results of General Meeting announced                                           16 April

 Exit Tender Offer timetable
 Exit Tender Offer opens                                                        17 March
 Publication of Accounts                                                        expected to be on or

around 26 March

 Exit Tender Offer Closing Date: Latest time and date for receipt of YELLOW     1.00 p.m. on 17 April
 Tender Forms and submission of TTE Instructions from Eligible Shareholders
 Record Date for participation in the Exit Tender Offer                         6.00 p.m. on 17 April

 Results of Exit Tender Offer Elections                                         expected to be on or around 21 April
 Calculation Date for the Exit Tender Offer                                     close of business on 29 April
 Establishment of Tender Pool and Continuing Pool and realisation of Tender     expected to be on or around 5 May
 Pool commences
 Tender Price and payment date announced                                        as soon as practicable but expected to be by the end of May
 Repurchase of the Tender Exit Shares                                           as soon as practicable but expected to be by the end of May

 CREST Settlement Date: payments through CREST made and CREST accounts settled  expected to be the week following the announcement of the Tender Price
 for tendered Shares. Cheques for certificated Shareholders despatched.
 Definitive Share certificates are despatched in respect of balance to          expected to be the week following the announcement of the Tender Price
 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 10 APRIL 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 BLUE 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.

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)

+44(0)203 757 4980

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 Exit Tender Offer are set out in the
Circular, which Shareholders are advised to read in full. Any response to the
Exit Tender Offer should be made only on the basis of the information in the
Circular.

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

The Exit 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 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.

New Zealand

The New Zealand Financial Markets Conduct Regulations 2014 normally require
people who make unsolicited offers to acquire listed securities from persons
in New Zealand to meet certain specific disclosure and offer requirements. The
usual rules do not apply to the Exit Tender Offer because it is only made, in
New Zealand, to persons who are Wholesale Investors. As a result, New Zealand
Shareholders may not receive a complete and balanced set of information. New
Zealand Shareholders will also have fewer other legal protections for this
transaction. Offers of this kind are not suitable for retail investors in New
Zealand. New Zealand Shareholders should ask questions, read all documents
carefully, and seek independent financial advice before committing to the Exit
Tender Offer.

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.

The Circular 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 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 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 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 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.

The receipt of cash pursuant to the Exit 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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