Publication of Exit Tender Offer Circular

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 Meeting and to vote on the Resolution	11.00 a.m. on 14 April
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 Tender Forms and submission of TTE Instructions from Eligible Shareholders	1.00 p.m. on 17 April
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 Pool commences	expected to be on or around 5 May
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 for tendered Shares. Cheques for certificated Shareholders despatched.	expected to be the week following the announcement of the Tender Price
Definitive Share certificates are despatched in respect of balance to certificated Shareholders	expected to be the week following the announcement of the Tender Price

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

[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]

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.

 

END