Publication of Continuation Tender Offer Circular

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 Meeting and to vote on the Resolution	11.00 a.m. on 19 February
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 PINK Tender Forms and submission of TTE Instructions from Eligible Shareholders	1.00 p.m. on 26 February
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 for tendered Shares. Cheques for certificated Shareholders despatched.	Week beginning 23 March
Definitive Share certificates are despatched in respect of balance to certificated Shareholders	Week beginning 23 March

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

[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 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.

 

END