Proposed Tender Offer

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.

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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

[phone]

Juniper Partners Limited

Corporate Secretary to Impax Environmental Markets PLC

[phone]

Winterflood Securities Limited

Corporate Broker                

Joe Winkley / Neil Morgan / Rose Ramsden

[phone]

Camarco
Billy Clegg / Jennifer Renwick
[e-mail]

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.

 

END