Result of Exit Tender Offer Elections

Impax Environmental Markets PLC

20 April 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.

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

20 April 2026 

Impax Environmental Markets PLC

Result of Exit Tender Offer Elections

Impax Environmental Markets PLC (the Company) announces the results of the Exit Tender Offer which enabled Eligible Shareholders to tender up to 100 per cent. of their Shares, as set out in the Exit Tender Offer circular published on 17 March 2026 (the Circular). The Exit Tender Offer was approved by Shareholders at a general meeting of the Company held on 16 April 2026 and Exit Tender Offer elections closed at 1.00 p.m. on 17 April 2026.

A total of 148,202,139 Shares were validly tendered pursuant to the Exit Tender Offer, representing 77.83 per cent. of the Shares in issue as at 17 April 2026 (excluding Shares held in treasury). Whilst Saba Capital LLP (Saba) declined to confirm its tender elections to the Board, it appears from an analysis of the elections that Saba has elected to tender the majority, if not all, of its position. Once the assets allocated to the Tender Pool have been realised and the Tender Exit Shares have been repurchased the Board will review options for the Company's future, bearing in mind the post-Exit Tender Offer size of the Company and the confirmed composition of its share register going forwards.

In accordance with the terms of the Exit Tender Offer, the Company's assets and liabilities will, following valuation on the Calculation Date (being close of business on 29 April 2026), be allocated between the Continuing Pool and the Tender Pool on the basis set out in the Circular.

Following the allocation of assets and liabilities to the Continuing Pool and the Tender Pool the assets in the Tender Pool will be realised. The Tender Pool will bear all costs associated with the realisation of the assets within the Tender Pool and the Tender Pool Costs (as set out in the Circular). The Tender Pool will bear its share of the operating costs of the Company between the Calculation Date and the Tender Pool Determination Date (defined below). These operating costs will be borne on a pro rata basis between the Tender Pool and the Continuing Pool.

Following the date upon which all of the assets contained in the Tender Pool have been realised, and all liabilities to be borne by the Tender Pool (other than Tender Pool Costs) met, the Directors will select a date upon which the Tender Pool Final Asset Value will be calculated (the Tender Pool Determination Date). The Tender Pool Final Asset Value will equal the value of the assets in the Tender Pool on the Tender Pool Determination Date, less the Tender Pool Costs.

The Tender Price, which is expected to be announced before the end of May, will be an amount equal to the Tender Pool Final Asset Value divided by the total number of successfully tendered Shares, in each case on the Tender Pool Determination Date.

As set out in the Circular, the Company has very substantial distributable reserves. As the final amount to be returned to Shareholders via the repurchase of the Tender Exit Shares will be based on the Tender Pool Final Asset Value as at the Tender Pool Determination Date, it is not possible to say definitively whether the Company will have sufficient distributable reserves. However, based on the distributable reserves as at 17 April 2026, it is likely that all of the Shares in respect of which a valid election was made will be accepted as Tender Exit Shares.

Confirmation of this, or any modest amount of scale back required as a result of distributable reserves, along with confirmation of the Tender Price will be announced in due course.

The Circular is available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Terms used but not defined in this announcement shall have the meanings given to them in the Circular.

Glen Suarez, Chairman of the Company commented:

"Elections for the Exit Tender Offer have now closed, and our analysis leads us to conclude that Saba has tendered the majority of its position.

"There are no winners here. This was an extraordinarily difficult situation to navigate, trying to balance the varied desires of all of our different shareholders. The overwhelming majority of shareholders voted just a year ago in favour of IEM's continuation, but Saba made it clear in subsequent interactions with the Chair that they did not agree. As a result, the Board acted proactively to offer an exit to all shareholders who wished to take it.

"The Board will now carefully consider all available options regarding the Company's future, and will provide a further update with the Notice of AGM, to be announced shortly."

Enquiries:

Impax Environmental Markets PLC

Glen Suarez, Chairman, via Winterflood

[phone]

Winterflood Securities Limited

Corporate Broker                

Joe Winkley / Neil Morgan / Rose Ramsden

[phone]

Camarco (media enquiries)
Billy Clegg / Jennifer Renwick
[e-mail] 

[phone]

MUFG Corporate Markets (Receiving Agent)
[phone].

Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales.  Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Juniper Partners Limited

Corporate Secretary to Impax Environmental Markets PLC

[phone]

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.

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.

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.

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 Exit Tender Offer was 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 was 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.

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