Impax Environmental Markets Plc said on Monday that it was setting out a "clear and decisive choice" for its shareholders, as it looks to boot out US activist investor Saba Capital.
The trust announced earlier this month that it was planning to offer Saba a cash exit via a tender offer for up to 100% of its stake at close to net asset value while giving investors who want to remain invested the ability to do so.
The offer is conditional on Saba offloading most or all of its shares. If it doesn't, Impax will put forward a second tender offer for all investors to exit the company.
In a statement on Monday, Impax chairman Glen Suarez said: "Today's circular sets out a clear and decisive choice for IEM's shareholders: to remain invested in IEM and its specialist environmental markets mandate, or to exit at close to net asset value per share.
"The board is taking this action to protect the interests of all Shareholders who have invested in IEM for its long-term, sustainable investment approach-not for opportunistic, short-term discount-driven gains."
The continuation tender offer is subject to approval of Impax's shareholders, which will be sought at a general meeting on 23 February.
"The board is confident in the growth potential of environmental markets and, following a recent strategic reset at the manager, believes IEM is well placed to deliver on shareholders' financial and environmental objectives," Suarez said. "But the long-term success of the company depends on the removal of destabilising influences that threaten its mandate."
He said the board plans to vote in favour of the resolution to provide eligible shareholders who wish to exit the opportunity to do so at close to NAV per share. "However, none of the directors intend to tender their own shares under the continuation tender offer. The board remains fully committed to IEM's long-term vision and encourages shareholders who share this outlook to support the resolution by voting in favour of it at the general meeting," Suarez said.
He said that if Saba - which has a 21% stake in Impax - refuses to tender all, or materially all, of its shares and blocks the process, "it is clearly indicating that its motive is control and the board will propose the exit tender offer to ensure shareholders are not trapped in a vehicle at risk of being repurposed for Saba's interests".