Saba Condition Not Satisfied

Impax Environmental Markets PLC

27 February 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

27 February 2026 

Impax Environmental Markets PLC

Saba Condition Not Satisfied

On 26 January 2026 the Company published a circular in connection with a proposed Continuation Tender Offer and on 23 February 2026 the Company announced that the required special resolution put forward at its general meeting held that day was passed by Shareholders.

However, no tender election was received from Saba Capital Management, L.P. ("Saba") and the Continuation Tender Offer will therefore be terminated for failure to fulfil the Saba Condition.

Glen Suarez, Chairman of Impax Environmental Markets PLC, commented

"The Board has worked tirelessly to find a solution that balances the interests of all shareholders and ensures the long-term stability of the Company. We fully recognise that shareholders have different objectives, and we sought to reconcile these differences by proposing the Continuation Tender Offer. We believed this offer was a fair and reasonable compromise, giving Saba the opportunity to exit at close to NAV while enabling those who support the Company's long-term environmental strategy to remain invested. Saba has chosen to reject this proposal outright.

"We have been in ongoing dialogue with Saba throughout the Continuation Tender Offer period, however Saba has refused to engage constructively despite the Board's best efforts to find a solution, including securing a substantial financial contribution from the Company's investment manager to make the terms even more attractive were Saba to accept. I wrote yesterday to Boaz Weinstein, to ask him to consider the full implications of Saba's actions for other shareholders before it made its final decision, and I will share a copy of this letter with shareholders today via RNS Reach. Ultimately, Saba's refusal to tender its shares has left us with no choice but to proceed with the Exit Tender Offer.

"The Board has carefully considered the remaining options, and we firmly believe that doing nothing risks prolonged instability, significant costs, and a much worse outcome for shareholders. The Exit Tender Offer will enable shareholders to exit the Company at close to NAV and avoid being trapped in a fund where Saba is likely to take control, with the power to change the Company's strategy, objectives, and even its mandate. The Directors will be tendering all of their shares in the Exit Tender Offer."

Exit Tender Offer

The Company will work towards the publication of the Exit Tender Offer circular, as described in the announcement of 16 January 2026 and further in the Continuation Tender Offer circular.

Tender Elections

Relevant Share certificates and/or other documents of title, if any, will be returned as promptly as practicable, or in the case of Shares held in uncertificated form (that is, in CREST), MUFG Corporate Markets will provide instructions to Euroclear to transfer all Shares held in escrow balances by TFE Instruction to the original available balances from which those Shares came on or around Monday 2 March 2026.

The Continuation Tender Offer circular is available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Exit Tender Offer circular will be published in due course.

Terms used but not defined in this announcement shall have the meanings given to them in the Continuation Tender Offer Circular.

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 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 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 related 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 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 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 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 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.

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