Publication of Circular

Impax Environmental Markets PLC

22 May 2026

 

For immediate release

Legal Entity Identifier: 213800RAR6ZDJLZDND86

22 May 2026

Impax Environmental Markets PLC

Publication of Circular

The Board of Impax Environmental Markets PLC (the Company or IEM) announces that it has today published a circular convening both its Annual General Meeting in respect of the financial year to 31 December 2025 and a Requisitioned General Meeting as required by the shareholder requisition notice sent on behalf of Saba Capital Management, L.P., as announced on 13 May 2026 (the Circular). In order to minimise costs and maximise efficiency, the Board is convening both required meetings on 17 June 2026.

Glen Suarez, Chairman of Impax Environmental Markets PLC, commented

"The proposed Directors have not offered any biographical information, nor any information on their intentions or strategic plans for the Company, should they be appointed.

In these circumstances, the Board is unable to recommend the resolutions proposed by Saba for the appointment of its nominees and recommends that Shareholders vote in favour of the re-election of each of the current Directors.

It should be noted that 80.5 per cent. of shares were tendered by non-Saba Shareholders in the Exit Tender Offer, as Shareholders faced the prospect of a Saba-controlled vehicle. Our priority remains to act in the best interests of all Shareholders."

Letter from the Chair

At last year's AGM Shareholders approved the Company's continuation by a significant majority, a strong message of support for the Company's long-term environmental markets strategy. Whilst Saba held a stake in the Company going into the Company's continuation vote, that stake had grown considerably by the end of 2025. The Board believes that Saba's growing influence presented a significant challenge to IEM's stability and mandate. We had different groups of shareholders with very different investment strategies.

Following engagement with Shareholders, including Saba, this led us in January 2026 to launch the Continuation Tender Offer, with the Exit Tender Offer as a fallback if the Continuation Tender Offer failed. Thereby, the Board sought to reconcile the different views and interests of Saba and the rest of the Shareholder base, as well as ensure that the Company did not become enmeshed in an ongoing, destabilising and expensive dispute that has been seen elsewhere in the investment trust sector. However, Saba did not support the Continuation Tender Offer nor its condition that Saba tender all or near all of its shares, which led us to the Exit Tender Offer in March 2026, to ensure shareholders at least had a choice to exit at near NAV, or to stay invested and risk a change of manager and strategy. This was overwhelmingly supported by Shareholders at a general meeting in which over 99 per cent. of the voting Shareholders voted in favour of the Exit Tender Offer. Faced with the prospect of a Saba controlled vehicle, almost 80 per cent. of the Shares were tendered. The Board is satisfied it was able to provide the option of the Exit Tender Offer for Shareholders, noting that 80.5 per cent. of non Saba Shareholders used the Exit Tender Offer opportunity to sell their Shares and thus maintain control of their assets.

The Exit Tender Offer completed on 19 May 2026 and Saba now hold a 31.36 per cent. stake in the Company, which will provide Saba with a significant degree of voting power over the Company.

On 11 May 2026 we received a valid requisition notice from Saba in which they are looking to remove your current Board and replace us with the Saba Nominees. We are therefore obliged under the Companies Act to convene the Requisitioned General Meeting.

With the Company's AGM due to be held before the end of June 2026, and to minimise costs and maximise efficiency, we propose hosting the AGM and the Requisitioned General Meeting on the same day. Notices for both of these meetings can be found at the end of the Circular.

Re-election of the Board and the Saba Resolutions

The Board are putting themselves forward for re-election at the AGM as we believe that we are the best stewards of the Company.

Beyond their particulars for inclusion in the Company's register of Directors, we have received no biographical information about the Saba Nominees to share with you as Shareholders to allow you to assess the suitability of the Saba Nominees as Directors of the Company. We also have no visibility on what they and Saba's plans are for the future of the Company. Therefore, despite Saba's effective voting control, the Board does not consider it appropriate simply to stand down and recommend that the Saba Nominees are appointed to the Board at the AGM.

The Continuation and Exit Tender Offers were a difficult path to take given the endorsement of the strategy by Shareholders only a year ago in the Company's continuation vote. Good governance has been at the forefront of our minds in pursuing the path we have taken. We believe Saba now has effective control over the Company's strategic direction but Shareholders have been given an opportunity to exit the Company at a price close to NAV.

The continuing Shareholders in the Company deserve a truly independent and appropriately experienced Board, one that acts for all Shareholders. The Board believes that the current Directors remain best placed to provide this. A Board nominated by Saba provides an unknown future, with unknown Directors susceptible to pressure from Saba as the Company's largest Shareholder and the entity that nominated them to their position as Directors.

The share register of today's date has changed dramatically following the Exit Tender Offer. Saba's declared interest of 31.36 per cent. means they have a significant degree of voting power. Even so, we still think it is important to urge Shareholders to vote in favour of the AGM Resolutions and vote against the Saba Resolutions, to continue to have the same high levels of rigour and corporate governance standards for the next chapter for the Company.

Shareholders should note that, in the event that the resolutions for the re-election of the current Board are not passed at the Annual General Meeting, the current Board will nevertheless be required, as a matter of company law and pursuant to the Company's Articles of Association, to stay in place, with very limited powers. These residual powers include the power to fill vacancies on the Board.

Bearing in mind that the Requisitioned General Meeting immediately follows the Annual General Meeting, and assuming that Saba will vote in favour of the removal of the current Board and election of the Saba Nominees, it is very likely that the Saba Nominees will then be elected to the Board in place of the current Directors.

Recommendation

The Directors consider each of the AGM Resolutions being proposed at the Annual General Meeting to be in the best interests of the Company and its Shareholders as a whole and the Board unanimously recommends that all Shareholders vote in favour of the AGM Resolutions.

The Board does not believe that the Saba Resolutions to be proposed at the Requisitioned General Meeting are in the best interests of the Company and its Shareholders as a whole and the Board unanimously recommends that Shareholders vote against the Saba Resolutions.

Thank you for your continued engagement with the Company and for your support.

Expected Timetable

Publication of the Circular	22 May
Latest time and date for receipt of the GREEN AGM Form of Proxy, or submitting proxy instructions online at www.investorcentre.co.uk/eproxy or through CREST in respect of the AGM		10.45 a.m.  on 15 June
Latest time and date for receipt of the RED Requisitioned General Meeting Form of Proxy, or submitting proxy instructions online at www.investorcentre.co.uk/eproxy or through CREST in respect of the Requisitioned General Meeting			11.00 a.m. on 15 June
Record time and date for entitlement to vote at the AGM and Requisitioned General Meeting	6.30 p.m. on 15 June
AGM	10.45 a.m. on 17 June
Requisitioned General Meeting	11.00 a.m. on 17 June

Notes:

1... All references to time in the Circular are to UK time.

2... If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

3... The RGM will commence at 11 a.m. (or as soon thereafter as the AGM has concluded or been adjourned).

PLEASE NOTE THAT PLATFORM DEADLINES MAY BE AS EARLY AS 10 JUNE. PLEASE VOTE AS SOON AS POSSIBLE.

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

[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]
[phone]

 

END