Impax Environmental Markets : Publication of a Circular

Impax Environmental Markets plc

LEI: 213800RAR6ZDJLZDND86

6 February 2020

Publication of Circular

Introduction

Since the last AGM of the Company in May 2019, the Board of Impax Environmental Markets plc (the 'Company') has had considerable success in stimulating demand for the Company's ordinary shares. In order to meet the continuing demand for the ordinary shares, the Board is seeking renewal of its authority to issue, or sell from treasury, ordinary shares on a non pre-emptive basis.

Background

At the 2019 AGM, the Board was given permission by shareholders to issue or sell from treasury, on a non pre-emptive basis, just over 18 million ordinary shares in the 12 months leading up to the 2020 AGM. The granting of this authority allowed the Board to satisfy demand for the ordinary shares (and to continue to influence the premium at which the Company's shares traded) by selling, at a premium to the prevailing net asset value per share, ordinary shares which were being held in treasury without first having to offer these to existing shareholders.

Since the granting of that authority at the 2019 AGM, the Board has had considerable success in stimulating demand for the ordinary shares such that, by November 2019, the foregoing authority was rapidly reaching exhaustion. In December 2019, the Board sought shareholder approval to issue or sell from treasury, on a non pre-emptive basis, an additional 19,913,924 ordinary shares (equating to 10 per cent. of the Company's then issued share capital) up until the Company's 2020 AGM. The granting of this authority was overwhelmingly supported by shareholders at the General Meeting held on 4 December 2019.

Whilst it was envisaged that this authority would constitute sufficient issuance authority for the Company up until the 2020 AGM, the Board is pleased to report that there has been unexpectedly strong demand for the Company's ordinary shares. Since the granting of the additional authority in December 2019, a further 18,180,000 ordinary shares have been sold from treasury and the Company currently has the authority to sell from treasury and/or issue only a further 2,699,664 ordinary shares on a non pre-emptive basis up until the May 2020 AGM.

The Board believes that the remaining capacity under the existing shareholder authorities will prove insufficient to allow the Board to continue to satisfy demand for the ordinary shares during the period up to the Company's next AGM. The Board is also unanimous in believing that it is in the best interests of the Company and its Shareholders as a whole that the Board should continue to have the flexibility to continue to issue new ordinary shares and/or sell further ordinary shares out of treasury on a non pre-emptive basis.

Accordingly, the Board is requesting that shareholders grant renewed authority to allow the Board to issue or sell from treasury on a non pre-emptive basis up to a further 11,015,962 ordinary shares, being 5 per cent. of the Company's current issued share capital (excluding treasury shares) up until the Company's next AGM in May 2020.

Benefits of the additional authority

The Board believes that any share issuance pursuant to the proposed additional authority should yield several benefits, including (i) an improvement in the liquidity in the market for the ordinary shares; (ii) maintenance of the Company's ability to issue ordinary shares tactically, so as to continue to operate the Company's premium and discount control policy; (iii) increasing the size of the Company, thereby spreading operating costs over a larger capital base which should reduce the ongoing charges ratio; and (iv) enhancement of the net asset value per share of the existing ordinary shares through share issuance at a premium to the prevailing net asset value per share.

Publication of Circular and General Meeting

In the light of the above, the Company has today published a circular convening a general meeting (the 'General Meeting') to be held at 2.30 p.m. on 24 February 2020 at the offices of Impax Asset Management, 7th Floor, 30 Panton Street, London SW1Y 4JR.

At the General Meeting, a resolution will be put to shareholders to give the Board authority to issue, or sell from treasury, up to 11,015,962 ordinary shares on a non pre-emptive basis (which represents 5 per cent. of the Company's issued share capital (excluding treasury shares) as at 5 February 2020).

If such authority is granted by shareholders, the Directors intend to use the authority to issue new ordinary shares and/or sell ordinary shares from treasury on a non pre-emptive basis only: (i) at a premium to net asset value; (ii) to meet demand from investors; and (iii) when the Directors believe that it is in the best interests of the Company and its shareholders to do so.

A copy of the circular has been submitted to the Financial Conduct Authority and will be available for inspection at the National Storage Mechanism which is located at http://www.morningstar.co.uk/uk/nsm.do and on the Company's website at www.impaxenvironmentalmarkets.co.uk.

Enquiries:

Maria Matheou

PraxisIFM Fund Services (UK) Limited 0207 653 9690

Note: The content of the Company's web-pages and the content of any website or pages which may be accessed through hyperlinks on the Company's web-pages, other than the content of the document referred to above, is neither incorporated into nor forms part of the above announcement.