Publication of a Circular

RNS Number : 0076J

Impax Environmental Markets PLC

17 December 2020

 

Impax Environmental Markets plc

LEI: 213800RAR6ZDJLZDND86

17 December 2020

Publication of Circular

Introduction and background

Since Impax Environmental Markets plc (the "Company") last renewed its share issuance authority on 14 August 2020, it has continued to experience strong demand for its ordinary shares ("Ordinary Shares"). Under the Company's premium and discount control policy, the Company issues or purchases Ordinary Shares to ensure, in normal market conditions, that the Ordinary Shares trade close to their underlying net asset value per share.

At the 2020 AGM, the Directors were authorised to issue, on a non pre-emptive basis, just over 23 million Ordinary Shares in the 12 months leading up to the 2021 AGM and this equated to 10 per cent. of the Company's then issued share capital. Subsequently, on 14 August 2020, shareholders granted the Board additional authority to issue or sell from treasury, on a non pre-emptive basis, approximately 12.2 million Ordinary Shares, such additional authority also to expire at the 2021 AGM. As indicated above, notwithstanding the disruption to financial markets caused by the Covid-19 pandemic, the Company has continued to experience strong demand for its Ordinary Shares such that, as at 15 December 2020, the foregoing authority (of approximately 35.3 million Ordinary Shares in aggregate) had been utilised to the extent of approximately 30 million Ordinary Shares.

Therefore, as at 15 December 2020, the Company had authority to issue approximately 5.2 million more Ordinary Shares on a non pre-emptive basis and the Board believes that this is unlikely to be sufficient to last until the 2021 AGM. The Board is concerned that, in the absence of new Ordinary Shares to issue, a supply/demand imbalance may lead to an increased premium developing in the Company's share price.

In the light of the above, the Board has today published a circular convening a general meeting (the "General Meeting") at which shareholders will be asked to consider and, if thought fit, approve the resolutions required to permit the further issue of new Ordinary Shares on a non pre-emptive basis. The General Meeting will be held at 11.00 a.m. on 12 January 2021 at the offices of Impax Asset Management, 7th Floor, 30 Panton Street, London SW1Y 4AJ.

Requested authority

At the General Meeting, resolutions will be proposed to give the Board authority, in addition to any existing authority, to issue further new Ordinary Shares on a non pre-emptive basis up to an aggregate nominal amount of £2,633,771 (being 26,337,714 Ordinary Shares, which represents approximately 10 per cent. of the total Ordinary Share capital of the Company in issue as at 15 December 2020) such authority to expire at the Company's 2022 AGM.

If such authority is granted by shareholders, the Directors intend to use the authority to issue new Ordinary Shares 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.

Following discussions between the Board and the Company's investment manager, Impax Asset Management ("IAM"), IAM has requested that, in order to manage overall flows into the IAM strategy within which the Company sits, the Board should aim to manage the issuance of new shares in the Company so that no more than approximately 10 per cent. of the Company's share capital is issued in a year. The Company and its brokers will endeavour to manage demand within these constraints but the Board notes that, should the Company's share issuance authority run out ahead of renewal or should demand outstrip the rate of issuance agreed with IAM, there is the prospect of an increasing share price premium to net asset value developing, which the Board would find it hard to control in these circumstances.

Given the need to operate the premium and discount control policy effectively, the Board also intends, as is the usual practice, to seek additional shareholder authority at the 2021 AGM that would allow the Board to issue, on a non pre-emptive basis, a further 10 per cent. of the Company's then issued share capital in the months leading up to the 2022 AGM. If the authorities at the General Meeting and the 2021 AGM are granted by shareholders, the Board does not currently intend to seek further issuance authority from shareholders until the 2022 AGM.

General Meeting

In the light of the Coronavirus pandemic and associated Government guidance, including the rules on physical distancing and limitations on public gatherings, shareholders will not be permitted to physically attend the General Meeting. Arrangements will be made by the Company to ensure that a minimum number of shareholders required to form a quorum will attend the General Meeting in order that the meeting may proceed.

Shareholders are strongly encouraged to appoint the Chairman of the General Meeting as their proxy to vote on their behalf as third party proxies will not be permitted to attend the meeting. This should ensure that your votes are registered

We always welcome questions from our shareholders and, given physical attendance at the General  Meeting is not possible, we would encourage shareholders to submit any questions they have concerning the General Meeting or the proposed resolutions to the Board by email to [e-mail] by 5.00 p.m. on 8 January 2021. Please put "IEM - General Meeting" in the subject heading of any email.

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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.impaxenvironmentalmarkets.co.uk.

Enquiries:

Martin Darragh

PraxisIFM Fund Services (UK) Limited 020 4513 9260

Important Information

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014.  The person responsible for arranging for the release of this announcement on behalf of the Company is Jennifer Thompson of PraxisIFM Fund Services (UK) Limited.

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.

 

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