REG - Impax Environ Mkts - Saba Condition Not Satisfied

Impax Environmental MarketsAnnouncement

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RNS Number : 6199U  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
(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

+44 (0)20 3100 0000

 

 

Winterflood Securities Limited

Corporate Broker

Joe Winkley / Neil Morgan / Rose Ramsden

+44 (0)20 3100 0000

 

 

Camarco (media enquiries)

Billy Clegg / Jennifer Renwick
ImpaxEM@camarco.co.uk (mailto:ImpaxEM@camarco.co.uk)

+44(0)203 757 4980

 

 

MUFG Corporate Markets (Receiving Agent)
+44 (0)371 664 0321

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

+44 (0)131 378 0500

 

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.

 

 

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