Impax Environmental Markets continuation tender collapses on Saba refusal

(Sharecast News) - Impax Environmental Markets said on Friday that its proposed continuation tender offer had lapsed after Saba Capital Management declined to participate, prompting the board to move ahead with an exit tender offer. The FTSE 250 company confirmed that although shareholders approved the required special resolution at a general meeting on 23 February, no tender election was received from Saba and the offer had thus been terminated for failure to satisfy the 'Saba condition'.

Chairman Glen Suarez said the board had sought to balance the interests of all investors by offering Saba an exit at close to net asset value while allowing supportive shareholders to remain invested.

"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," he said.

"Saba has chosen to reject this proposal outright."

Suarez added that the board had engaged in ongoing dialogue with Saba during the offer period and had secured a substantial financial contribution from the company's investment manager to improve the terms.

"Saba has refused to engage constructively despite the board's best efforts to find a solution," he added.

With the continuation proposal unable to proceed, Impax said it would now work towards publishing a circular for the previously-announced exit tender offer.

Suarez said the board had concluded that inaction risked "prolonged instability, significant costs, and a much worse outcome for shareholders".

He added that the exit tender offer would allow shareholders to exit 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 intended to tender all of their shares into the exit tender offer.

Impax also published an open letter sent by Suarez to Boaz Weinstein, founder and chief investment officer of Saba, urging him to reconsider his position.

Suarez wrote that while Saba had the right to reject the proposal, he asked Weinstein to consider "the full implications of your decision for other shareholders".

He noted that the majority of shareholders had supported continuation in the company's 2025 vote and criticised Saba's alternative proposal to combine with another investment company in which it holds a large stake, saying the board "failed to see how this proposal could ever be in the interests of any of its shareholders aside from Saba".

Suarez warned that unless Saba accepted the continuation tender offer, the likely outcome would be the exit tender offer, under which Saba could either tender its shares or seek to take control.

"Both outcomes carry significant reputational risk for Saba - imposing an outcome the majority of your fellow shareholders do not wish to see," he wrote, adding that Saba's actions could ultimately lead to policy changes in the UK investment trust market.

At 1001 GMT, shares in Impax Environmental Markets were up 1.5% at 447.6p.

Reporting by Josh White for Sharecast.com.