Impax Environmental Markets (IEM): Publication of Exit Tender Offer Circular

Impax Environmental Markets

Publication of Exit Tender Offer Circular | Company Announcement | Investegate Fundraise Welcome About Contact Us Help Home Companies Advanced search Archive UK Short Positions Meetings UK Newswire New Login Register Publication of Exit Tender Offer Circular Summary by AI BETA Close X Impax Environmental Markets PLC has published a circular detailing an Exit Tender Offer, allowing eligible shareholders to sell up to 100% of their ordinary shares at the Tender Price, which will be based on the Final Asset Value of the Tender Pool. This offer follows the cancellation of a previous Continuation Tender Offer due to a major shareholder, Saba, not tendering its shares, which prevented the conditions from being met. The Board is unanimously recommending the Exit Tender Offer to protect non-Saba shareholders from potential control by Saba, which holds 22.1% of the company and does not share its objectives. Directors intend to tender all their shares, and the offer is conditional on shareholder approval at the General Meeting on April 16, 2026. Disclaimer* Impax Environmental Markets PLC 17 March 2026 &#160; 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 &#160; 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 &#183;&#160;&#160;&#160;&#160;&#160; The Board is offering all Eligible Shareholders the option to sell up to 100 per cent. of their Shares for cash. &#183;&#160;&#160;&#160;&#160;&#160; 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. &#183;&#160;&#160;&#160;&#160;&#160; 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. &#183;&#160;&#160;&#160;&#160;&#160; All of the Directors intend to vote in favour of the Resolution. &#183;&#160;&#160;&#160;&#160;&#160; All of the Directors intend to tender their Shares under the Exit Tender Offer. &#183;&#160;&#160;&#160;&#160;&#160; Once the Exit Tender Offer is completed and the new Shareholder base is known the Directors will consider their ongoing position with the Company. &#183;&#160;&#160;&#160;&#160;&#160; The Tender Price will be based on the Final Asset Value of the Tender Pool as at the Tender Pool Determination Date. &#183;&#160;&#160;&#160;&#160;&#160; 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. &#183;&#160;&#160;&#160;&#160;&#160; 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 &#160; 16 April Exit Tender Offer timetable Exit Tender Offer opens 17 March Publication of Accounts &#160; expected to be on or around 26 March &#160; 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 &#160; 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 &#160; as soon as practicable but expected to be by the end of May &#160; 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 certific