Publication of prospectus

IMPAX ENVIRONMENTAL MARKETS PLC


PUBLICATION OF PROSPECTUS AND TIMETABLE
CHANGE OF MANAGEMENT FEE



15 August 2007


Publication of prospectus

The Board  of  Directors  of Impax  Environmental  Markets  PLC  (the
"Directors") announces that  it is  expected that  a prospectus  (the
"Prospectus") will be  published today  in relation  to the  Placing,
Open Offer  and  Offer  for  Subscription  (the  "Issue")  of  up  to
140,000,000 C shares in  the Company (the "C  Shares") at a price  of
100 pence per share (the "Issue Price") to raise up to  approximately
£140 million  before  expenses.  The  Open Offer  is  being  made  to
existing ordinary shareholders and warrantholders on the basis of 1 C
Share for every 3 ordinary shares or warrants held on the record date
(being close of business on 13 August 2007).

It is anticipated that the  prospectus will shortly be available  for
viewing at the Document Viewing Facility of the UKLA.

The Placing, Open Offer and Offer for Subscription are subject to the
approval of ordinary  shareholders to be  sought at an  extraordinary
general meeting convened for 20 September 2007.

Expected Timetable:


Record Date for entitlement under the Open      Close of business, 13
Offer                                           August 2007

Open Offer Entitlements credited to CREST       16 August 2007
accounts of Qualifying CREST Shareholders and
Warrantholders

Recommended latest time for requesting          4.30pm, 6 September
withdrawal of Open Offer Entitlements from      2007
CREST

Latest time for depositing Open Offer           3pm, 10 September
Entitlements into CREST                         2007

Latest time and date for splitting of           3pm, 11 September
Application Forms under the Open Offer (to      2007
satisfy bona fide market claims only)

Latest time and date for receipt of completed   11am, 13 September
Application Forms and payment in full under the 2007
Open Offer or Offer for Subscription, or
settlement of relevant CREST instruction (as
appropriate)

Placing closes                                  14 September 2007

Latest time and date for receipt of Forms of    10.30am, 18 September
Proxy                                           2007

Shares issued to investors pursuant to the      18 September 2007
Placing on a T+3 basis

EGM                                             10.30am, 20 September
                                                2007
Admission and commencement of dealings in C     21 September 2007
Shares

Expected date for crediting C Shares to CREST   21 September 2007
accounts in uncertificated form

Expected date of despatch of definitive share   Not later than 28
certificates for C Shares in certificated form  September 2007

Introduction
On 9 July 2007 the Company announced proposals for the Issue of C
Shares which will convert into Ordinary Shares to raise up to £140
million before expenses. The Issue is not being underwritten and will
not proceed unless subscriptions are received in aggregate for at
least £20 million (or such lesser amount as the Company and Dresdner
Kleinwort may agree).
Background
The Company is a conventional investment trust whose Ordinary Shares
were admitted to the Official List on 22 February 2002. The Company's
objective is to enable investors to benefit from rapid and sustained
growth anticipated by the Directors in the markets for cleaner or
more efficient delivery of basic services of energy, water and waste.
Investments are made predominantly in quoted companies which provide,
utilise, implement or advise upon technology-based systems, products
or services in Environmental Markets, particularly those of
alternative energy and energy efficiency, water treatment and
pollution control, and waste technology and resource management. The
Company's investment manager is Impax Asset Management Limited (the
"Manager").
As at 13 August 2007, the Company had unaudited net assets of £274.2
million. The Company's Net Asset Value per Share (unaudited)
performance over various periods to 13 August 2007, compared with
those of the FTSE All-Share and MSCI World indices, was as follows:






                % return % return % return % return % return % return
                since 31 since 31 since 31 since 31 since 31 since 22
                December December December December December February
                    2002     2003     2004     2005     2006   2002#1

NAV per Share
(unaudited)       138.36    95.61    69.08    40.11    17.45    31.98
FTSE All-Share
Index              83.13    57.11    43.85    21.81     7.65    42.23
MSCI World
Index (sterling
adjusted)          65.44    40.63    33.67    11.12     7.40    23.04




1    The Company was listed on 22 February 2002
Source: Thomson Datastream

In October 2005 the Board announced proposals for an issue of
convertible C shares (the "2005 C Shares") by way of a placing and
offer for subscription sponsored by Dresdner Kleinwort, and the
Company raised £60 million before expenses, taking net assets to over
£100 million for the first time. The 2005 C Shares were converted
into Ordinary Shares in December 2005 with all shareholders receiving
one Warrant for every five Ordinary Shares held at that time.
The 2005 C Share issue was followed by continuing strong demand for
the Company's Ordinary Shares. In early 2006 3,995,000 Ordinary
Shares were issued at a price of 98p per share, 1 million Ordinary
Shares were issued at a price of 104.25p per share, and a further
7,047,390 Ordinary Shares were issued at a price of 110p per Ordinary
Share. On 15 June 2006 subscription rights conferred by Warrants were
exercised resulting in the issue of 3,295,508 Ordinary Shares at an
exercise price of 96p per Ordinary Share.
In August 2006 the Company raised £66 million pursuant to a new issue
of convertible C shares (the "2006 C Shares"). The 2006 C Shares were
converted into Ordinary Shares in October 2006. Subsequent to the
issue of the 2006 C Shares the Company issued a further 3 million
Ordinary Shares in October 2006 and 17 million Ordinary Shares in May
2007 at an issue price of 106.5p and 125.5p respectively.
On 15 June 2007 subscription rights conferred by Warrants were
exercised resulting in the issue of 51,061 Ordinary Shares at an
exercise price of 96p per Ordinary Share.
The Board believes that these fundraisings, in particular the issue
of the 2005 C Shares and 2006 C Shares, are indicative of the
emergence of the Environmental Markets sector into the mainstream and
reinforced the Company's position as a leading closed end fund
investing in the high growth environmental sector. These issues have
provided shareholders with increased liquidity in the Ordinary Shares
and an increased size over which the Company can spread its fixed
costs. As at the date of this announcement the Company has
217,407,088 Ordinary Shares and 19,763,321 Warrants in issue.
As at 13 August 2007, the Ordinary Shares were trading at a 3.3 per
cent. premium to NAV per Share (unaudited). The average premium on
the Ordinary Shares to NAV per Share (unaudited) over the twelve
months to that date was 3.4 per cent. (source: Thomson Datastream).
The Proposals
The Board believes that there continues to be significant demand for
Ordinary Shares from investors who are unable to purchase sufficient
shares in the secondary market. Consequently, the Board is taking the
opportunity provided by this demand, the Company's strong performance
since March 2003 and the premium to NAV per Share at which the
Ordinary Shares are trading to expand the Company by making C Shares
available to Qualifying Shareholders, Qualifying Warrantholders and
new investors. The Proposals involve:
-           a Placing, Open Offer and Offer for Subscription of C
Shares to raise up to £140 million before expenses; and
-           adoption of new Articles to provide for the rights and
restrictions attaching to the C Shares.
The Issue
The Company is seeking to raise up to £140 million, before expenses,
through the Placing, Open Offer and Offer for Subscription of C
Shares. The Issue is not being underwritten and, as a result, will
not proceed unless aggregate subscriptions are received which
represent a minimum of £20 million (or such lesser amount as the
Company and Dresdner Kleinwort may agree).
Pursuant to the Placing Agreement, Dresdner Kleinwort will seek to
place with certain existing and new investors up to 140 million C
Shares at the Issue Price, less the number of C Shares required to
satisfy valid applications under the Open Offer and Offer for
Subscription, to the extent accepted by the Company.
Under the Open Offer, Qualifying Shareholders and Qualifying
Warrantholders are entitled to apply to subscribe for C Shares pro
rata to their holdings of Ordinary Shares or Warrants on the
following basis:
1 C Share for every 3 Ordinary Shares
                          1 C Share for every 3 Warrants

held at the Record Date (being close of business on 13 August 2007).
Entitlements of Qualifying Shareholders and Qualifying Warrantholders
to apply to subscribe for Open Offer Shares will be rounded down to
the nearest whole number of C Shares. Accordingly, fractional
entitlements to Open Offer Shares will not arise.
Valid applications under the Open Offer will be satisfied in full up
to applicants' Open Offer Entitlements. Applicants can apply for less
or more than their entitlements under the Open Offer but the Company
cannot guarantee that any application for more than an Open Offer
Entitlement will be satisfied as this will depend in part on the
extent to which other Qualifying Shareholders and Qualifying
Warrantholders apply for only part of or none of their own Open Offer
Entitlements. The Company may satisfy valid applications for more
than the Open Offer Entitlement of applicants in whole or in part but
reserves the right not to satisfy any excess above any Open Offer
Entitlement. The Board may scale back applications made in excess of
Open Offer Entitlements on such basis as it considers to be
appropriate in the interests of the Company and having regard to any
participation of relevant applicants in the Placing and/or Offer for
Subscription. To the extent that the monies subscribed by an
applicant in relation to any valid application for C Shares under the
Open Offer exceeds the aggregate value, at the Issue Price, of the C
Shares issued pursuant to that application, the excess subscription
monies will be returned by the Company to that applicant (at the
applicant's risk and without interest).
Holdings of existing Ordinary Shares and Warrants traded on the
London Stock Exchange in certificated and uncertificated form will be
treated as separate holdings for the purpose of calculating
entitlements under the Open Offer as will holdings under different
designations and in different accounts, notwithstanding that Existing
Ordinary Shares and Warrants held under the same designation and in
the same account will not be treated as separate holdings for the
purposes of calculating entitlements under the Open Offer.
The Issue is conditional, inter alia, on the Placing Agreement
becoming unconditional, and not being terminated, Admission of the C
Shares and the passing of resolution number 1 as set out in the
Notice of Extraordinary General Meeting in the Prospectus. The result
of the Issue will be announced on the date of the Extraordinary
General Meeting.
The Directors intend to apply the Net Proceeds in making investments
in accordance with the Company's investment objective as described
above and subject to the investment restrictions described in Part IV
of the Prospectus. Pending investment, the Net Proceeds will be
invested in short-term money market instruments (including gilts and
treasury bills) and cash with institutions (or wholly owned
subsidiaries of institutions) which are rated A1 (or above) by
Standard & Poor's or an equivalent rating agency.

C Shares
The Issue will be of a new class of shares, C Shares, at an issue
price of 100p per share. An issue of C Shares is designed to overcome
the potential disadvantages for existing Shareholders which could
arise out of a conventional fixed price issue of further Ordinary
Shares for cash. In particular:
-       the assets representing the Net Proceeds from the issue of
the C Shares will be accounted for and managed as a distinct pool of
assets until the Conversion Date. By accounting for the Net Proceeds
separately, holders of Existing Ordinary Shares will not be exposed
to a portfolio containing a substantial amount of uninvested cash
before the Calculation Date;
-           the Net Asset Value of the existing Ordinary Shares will
not be diluted by the expenses associated with the Proposals which
will be borne by the subscribers for C Shares; and
-           the basis upon which the C Shares will convert into
Ordinary Shares is such that the number of Ordinary Shares to which
holders of C Shares will become entitled will reflect the relative
investment performance and value of the pool of new capital
attributable to the C Shares raised pursuant to the Issue up to the
Calculation Date as compared to the assets attributable to the
Ordinary Shares in issue at that time. As a result, the Net Asset
Value attributable to the Ordinary Shares then in issue will not be
adversely affected by Conversion.
The Net Proceeds and the investments made with them will be accounted
for and managed as a separate pool of assets until the date on which
at least 90 per cent. of the Net Proceeds have been invested or
committed to be invested or, if earlier, 31 December 2007. The
Conversion Ratio will then be calculated and the C Shares in issue
will convert into a number of Ordinary Shares calculated by reference
to the net assets then attributable to C Shares compared to the net
assets at the same time attributable to Ordinary Shares then in
issue. Entitlements to Ordinary Shares arising on Conversion will be
rounded down to the nearest whole number.
Amendment to Management Agreement
The Company and the Manager have entered into a conditional agreement
to amend the Management Agreement. This agreement is conditional on
Admission of the C Shares taking place.
Under the Management Agreement the Manager currently receives from
the Company a management fee, paid monthly in arrears, at a rate of
one twelfth of one per cent. for net assets not exceeding £200
million and one twelfth of 0.9 per cent. for net assets in excess of
£200 million. If the amendment agreement becomes unconditional the
management fee will be amended so that the monthly management fee
will be calculated at one twelfth of one per cent. for net assets not
exceeding £200 million, one twelfth of 0.9 per cent. of the net
assets in excess of £200 million up to £300 million, one twelfth of
0.825 per cent. of the net assets in excess of £300 million up to
£400 million and one twelfth of 0.8 per cent. of the net assets in
excess of £400 million.
Benefits of the Proposals
The Directors believe that the Proposals have the following principal
benefits:
-             Shareholders and Warrantholders will be able to
subscribe for further shares in the Company;
-           the market capitalisation of the Company will increase
following the Issue and it is expected that the liquidity of the
Ordinary Shares will be enhanced through a wider shareholder base;
-           the Issue will increase the size of the Company and
enable it to spread its fixed operating expenses over a larger number
of Ordinary  Shares; and
-           the rate at which the management fee payable by the
Company to the Manager will be reduced to the extent that the
Company's NAV exceeds £300 million and further reduced to the extent
that the Company's NAV exceeds £400 million.
Extraordinary General Meeting
An EGM of the Company has been convened for 10.30 a.m. on 20
September 2007 in order to obtain Shareholders' approval for the
purpose of considering and, if thought fit, passing resolutions which
involve:
(a)                 redesignating £140 million of authorised but
unissued share capital into C Shares;
(b)                 authorising the Directors to allot the increased
share capital;
(c)                 disapplying pre-emption rights;
(d)                 adopting new articles of association which set
out the rights and restrictions attaching to the C Shares; and
(e)                 authorising the repurchase of Ordinary Shares.
Notice of the Extraordinary General Meeting is set out in the
Prospectus.
Admission and Dealings
Applications have been made to the UK Listing Authority for up to 140
million C Shares to be admitted to the Official List and to the
London Stock Exchange for the same number of C Shares to be admitted
to trading on the London Stock Exchange's market for listed
securities. It is expected that Admission will become effective, and
that dealings in the C Shares will commence, on 21 September 2007.
Applications will be made to the UK Listing Authority for the
Ordinary Shares arising on Conversion to be admitted to the Official
List, and to the London Stock Exchange for the Ordinary Shares to be
admitted to trading on the London Stock Exchange's market for listed
securities. Admission of the Ordinary Shares arising on Conversion
will become effective and dealings in them will commence on the
London Stock Exchange by no later than 31 December 2007.
Costs and Expenses
The costs of the Issue will be borne out of the proceeds of the Issue
and, accordingly, will effectively be borne by those subscribing for
C Shares. The total costs of the Issue (including any commissions)
will be 1.75 per cent. of the gross proceeds of the Issue. In the
event that the Issue does not proceed, the Manager and Dresdner
Kleinwort have each agreed to pay for one half of the costs and
expenses incurred in respect of the Issue.
Capitalised terms in this announcement shall, unless otherwise
stated, have the same meaning as set out in the section headed
'Definitions' in the Prospectus.

Enquiries:


Impax Asset Management 020 7434 1122

Ian Simm
Bruce Jenkyn-Jones

Dresdner Kleinwort

Dominic Waters         020 7475 6688
Tom Harris             020 7475 6702
Neil Brierley          020 7475 4933



The contents of this announcement  have been approved by Impax  Asset
Management  Limited  (a  company  authorised  and  regulated  by  the
Financial Services Authority) for the purposes of section 21(2)(b) of
the Financial Services and Markets Act 2000.

This announcement, which is for  information purposes only, is not  a
prospectus and does  not constitute, or  form part of,  any offer  to
sell or an invitation to purchase or subscribe for shares, nor may it
or any part of it, nor the  fact of its distribution, form the  basis
of, or  be relied  upon  in connection  with, any  contract  relating
thereto.   Any application  to subscribe  for shares  in the  Company
under the proposed Placing, Open Offer and/or Offer for Subscription
must be made  only on  the basis of  the published  prospectus.   The
information contained  herein is  for  background purposes  only  and
whilst  it  has  been  prepared  in  good  faith,  it  has  not  been
independently verified by Dresdner Kleinwort or any of its  connected
persons.  Accordingly it should not  be relied upon for the  purposes
of making an investment in the  Company and should not be  considered
as a  recommendation by  Dresdner Kleinwort,  Impax Asset  Management
Limited  or  the  Company  or  any  of  their  directors,   officers,
employees, agents or advisers.  Neither Dresdner Kleinwort nor  Impax
Asset Management  Limited  nor  any  of  their  directors,  officers,
employees, agents or advisers accepts any liability or responsibility
for the accuracy or completeness of, nor makes any representation  or
warranty, express  or  implied,  with  respect  to,  the  information
contained in this document or on which this document is based or  any
other information or representations  supplied or made in  connection
with the proposed Placing, Open Offer and Offer for Subscription of C
Shares in the Company.

Dresdner Kleinwort Limited, which is authorised and regulated by  the
Financial Services  Authority, is  acting for  the Company,  and  for
no-one else in connection with the contents of this announcement  and
will not  be  responsible  to  anyone  other  than  the  Company  for
providing the protections afforded to customers of Dresdner Kleinwort
Limited, or for affording advice in relation to the contents of  this
announcement or any matters referred  to herein.  Dresdner  Kleinwort
Limited is  not  responsible for  the  contents of  this  document.
Dresdner Kleinwort Limited  has given and  not withdrawn its  written
consent to the issue of this  announcement with the inclusion of  the
reference to  its  name  in the  form  and  context in  which  it  is
included.

Not for release,  publication or  distribution in whole  or in  part,
directly or  indirectly  in or  into  the United  States,  Australia,
Canada, Japan or, Republic of South Africa or any other  jurisdiction
where to do so might constitute  a violation of local securities  law
or regulation  or require  any  action to  be  taken to  register  or
qualify.  Any failure to comply with this restriction may  constitute
a violation of the laws of the relevant jurisdiction.

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