Saba Capital Raises Stake in Impax Environmental Markets to 32% Via Passive Notification Triggered by Share Buybacks

How Impax Environmental Markets' Share Buyback Programme Elevated Saba's Percentage Holding

The mechanics behind this notification are important for investors to understand. No shares changed hands between Saba Capital and any counterparty in open-market transactions to produce this filing. Instead, the TR-1 form explicitly states that the notification arises as a "passive notification due to change to total voting rights of the Company due to Company's share repurchases." When a company repurchases and cancels its own shares, the denominator used to calculate any major Shareholder's percentage interest — the total number of voting rights in issue — falls, thereby mechanically lifting the percentage held by all remaining shareholders whose absolute share count remains unchanged.

Impax Environmental Markets has been operating a share buyback programme, a common tool used by investment trust boards seeking to manage discounts to net asset value. While buybacks can be beneficial in narrowing the gap between a trust's share price and the underlying value of its portfolio, they carry the secondary consequence of amplifying the proportional influence of large, concentrated shareholders such as Saba Capital. The threshold-crossing date recorded in the announcement is 5 June 2026, though the notification was only submitted to the issuer on 25 June 2026 — a gap that is within permissible regulatory timeframes under UK Disclosure Guidance and Transparency Rules.

Saba Capital's Nine-Fund Structure Across the IEM Position

The announcement provides a detailed breakdown of the legal entities through which Saba Capital Management, L.P. holds its aggregate interest in Impax Environmental Markets. Nine separate funds and vehicles are listed: Saba Capital Master Fund, Ltd. (Cayman Islands); Stone Ridge Archimedes Sub-Master (Red) LP (United States); Saba Capital Income &Amp; Opportunities Fund II (United States); Saba Capital CEF Special Opportunities Master Fund 2, Ltd. (Cayman Islands); Saba Capital CEF Opportunities 2, Ltd. (Cayman Islands); Saba Capital CEF Opportunities 1, Ltd. (Cayman Islands); Saba Capital Income & Opportunities Fund (United States); Saba Capital Bluebird Fund, Ltd. (Cayman Islands); and Saba Capital Arcadia Master Fund, Ltd. (Cayman Islands).

The use of multiple vehicles — spread across both Cayman Islands-domiciled and US-registered entities — is characteristic of large, institutional hedge fund complexes managing capital from a variety of investor types. Importantly, all of these vehicles sit within the chain of control ultimately traced back through Saba Capital Management GP, LLC to Boaz Weinstein as the ultimate controlling natural person, as set out in Section 9 of the TR-1 form. For regulatory transparency purposes, the entire aggregate position of 32.03% is therefore attributed to a single connected group of persons acting in concert under unified management.

The Direct Share Position and the Total Return Swap Component Explained

Of Saba Capital's total 32.03% combined interest, 31.27% — representing 12,335,111 shares — is held directly under DTR 5.1 as voting rights attached to shares in ISIN GB0031232498. This is a substantial direct Equity stake, granting Saba the right to vote at any general meeting of Impax Environmental Markets on matters including board appointments, continuation votes, or proposals to wind up or restructure the trust.

The remaining 0.76% of the position — equating to 299,820 voting rights — is held through a total return swap classified as a financial instrument with similar economic effect under DTR 5.3.1R.(1)(b). The announcement states the swap is to be settled in cash, rather than by physical delivery of shares, and carries an expiration date of 15 December 2026. A cash-settled total return swap does not confer direct voting rights in the same way that ordinary share ownership does; however, it provides economic exposure to price movements in IEM's shares and must be disclosed under UK transparency rules because it conveys a financial interest in the company's performance. Investors and analysts often monitor such instruments as indicators of a holder's broader strategic intentions.

Comparing the Current Position to Saba's Previous Major Holding Notification

The TR-1 form records the position from Saba's previous notification for comparative purposes. At that prior notification, Saba Capital Management, L.P. held 20.39% of voting rights attached to shares (Section 8A) and 10.97% through financial instruments (Section 8B), giving a combined total of 31.36% of voting rights. The total number of voting rights held at the time of the current notification stands at 12,634,931, incorporating both the directly held shares and the voting rights represented by the total return swap.

The shift between the two notifications reveals a notable change in the composition of the position, even if the overall combined percentage has increased only modestly. The direct share component has grown substantially — from 20.39% to 31.27% — while the financial instruments component has fallen dramatically from 10.97% to 0.76%. The disclosure suggests that a significant portion of what was previously held through financial instruments has been converted into direct share ownership, increasing Saba's hard voting power materially. This structural shift from synthetic exposure to direct equity is a development that shareholders and the IEM board may consider significant when assessing Saba's strategic posture.

Boaz Weinstein and Saba Capital's Broader UK Investment Trust Campaign

Boaz Weinstein, identified in the TR-1 as the ultimate controlling natural person behind the entire Saba Capital Structure, is a prominent figure in global Credit and event-driven investing. Saba Capital Management, L.P. has in recent years become one of the most active and prominent investors in the UK closed-ended fund sector, building large stakes in numerous investment trusts trading at discounts to net asset value and, in several cases, publicly campaigning for changes in management, strategy, or corporate structure.

Saba's activities in the UK investment trust sector have attracted considerable attention from the Association of Investment Companies, individual trust boards, and retail investors, with some trusts having faced requisitioned general meetings or contested director elections. The disclosure of Saba's 32% position in Impax Environmental Markets — an environmental-focused investment trust — places IEM firmly within this broader context. The announcement does not contain any statements from Saba Capital regarding its intentions at IEM, nor does it include any response from the Impax Environmental Markets board. Investors may be watching closely for any further communications from either party.

What a 32% Voting Stake Means for IEM's Shareholder Meetings

Under UK company law and standard investment trust constitutions, a single shareholder controlling approximately one-third of voting rights occupies a strategically powerful position. While a 32% stake does not confer outright control — which would typically require a majority exceeding 50% — it is in many circumstances sufficient to block certain special resolutions, which generally require 75% approval from shareholders voting. Special resolutions can cover matters such as amendments to a company's articles of association, disapplying pre-emption rights, or, in some trust structures, votes on continuation or wind-up.

Furthermore, at any general meeting with lower-than-full turnout, a 32% position can represent a commanding plurality of votes cast on ordinary resolutions requiring only a simple majority. For Impax Environmental Markets, which holds annual general meetings and may be subject to continuation votes at defined intervals as part of its trust constitution, Saba's concentrated position means its stance on any resolution could be decisive. The announcement does not indicate whether Saba intends to vote for or against any specific proposals, nor does it confirm any engagement with the IEM board. The immediate share price impact was not clear from available public information at the time of this report.

Regulatory Background: DTR Rules Governing Major Shareholding Notifications

The TR-1 form is the standard regulatory instrument used under the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules to notify issuers and the market of significant changes in major voting interests. UK-listed companies are required to receive and publish such notifications promptly upon receipt. The rules impose obligations on shareholders — including those holding interests through financial instruments such as total return swaps — to notify when their combined holding crosses, reaches, or falls through defined thresholds of 3%, 4%, 5%, and each whole percentage thereafter up to 100%.

In this instance, the notification was triggered not by an active decision by Saba to buy or sell securities but by a corporate action — the share buyback — undertaken by Impax Environmental Markets itself. This type of passive threshold crossing is expressly accommodated within the DTR framework, and the TR-1 form's comments section duly notes the passive nature of the trigger. Impax Environmental Markets PLC is classified as a UK issuer, and the ISIN GB0031232498 confirms the ordinary shares are UK-registered securities subject to full FCA transparency requirements.

Impax Environmental Markets: The Trust at the Centre of Saba's Largest UK Position

Impax Environmental Markets PLC is a London-listed investment trust focused on companies providing products and services in the environmental sector, including water and waste management, renewable energy, and Clean Technology. The trust is managed by Impax Asset Management Group PLC and has historically positioned itself as a long-term vehicle for investors seeking exposure to the global transition to a more sustainable economy. The trust has faced the same sector-wide headwinds that have weighed on many environmental and ESG-oriented investment vehicles in recent years, including higher interest rates, shifting investor sentiment, and share price discounts to underlying net asset value.

The announcement does not contain any commentary from Impax Environmental Markets' board or Impax Asset Management regarding Saba's enlarged position. Similarly, no financial results, net asset value figures, or forward guidance are included in the TR-1 notification, which is a purely regulatory disclosure. Investors seeking to understand the trust's current financial position and portfolio performance should refer to Impax Environmental Markets' own separately published financial reports and factsheets. The company did not disclose any response to Saba's position in this announcement.

Timeline of Events: From Threshold Crossing to Public Disclosure

According to the TR-1 form, the date on which the notifiable threshold was crossed or reached was 5 June 2026. The date on which Impax Environmental Markets was notified by Saba Capital was 25 June 2026, and the same date is recorded as the date of completion of the form, with New York listed as the place of completion. This twenty-day gap between the threshold-crossing date and the notification date warrants attention.

Under DTR 5.8.3R, a person subject to a notification obligation is generally required to notify the issuer as soon as possible, and no later than four trading days after the date on which they become aware — or ought to have become aware — of the threshold crossing. Given that this was a passive notification arising from the company's own buyback activity rather than an active trading decision by Saba, the precise moment of awareness may depend on when information about the reduced total voting rights figure became available. The announcement does not provide further explanation regarding the timing, and it would not be appropriate to speculate on regulatory compliance matters in the absence of further information from the FCA or the parties involved.