REG - Metlen Engy&Mtls PLC - Announcement of Publication of Prospectus

CitigroupAnnouncement

26/06/2025 19:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250626:nRSZ6475Oa&default-theme=true

RNS Number : 6475O  Metlen Energy & Metals PLC  26 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN, KUWAIT, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or
otherwise and is not an offer of securities for sale in any jurisdiction,
including in or into the United States, Australia, New Zealand, Canada, Japan,
Kuwait and the United Arab Emirates or any other jurisdiction where it is
unlawful to distribute this announcement.

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement or the prospectus (together with any
supplementary prospectus, if relevant, the "Prospectus"),  published by
Metlen Energy & Metals PLC (the "Company") in connection with the proposed
voluntary share exchange offer by the Company for all ordinary shares in the
capital of Metlen Energy & Metals S.A. ("Metlen S.A." together with its
subsidiaries, the "Group") (the "Share Exchange Offer") in exchange for
ordinary shares and the admission to listing of such ordinary shares to the
equity shares (commercial companies) category of the Official List of the FCA
and to trading on the main market for listed securities of London Stock
Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will be
available for inspection from the Company's registered office at 19th Floor,
51 Lime Street London EC3M 7DQ and on the Company's website
at www.metlengroup.com/share-exchange, subject to certain access
restrictions.

 

26 June 2025

 

Metlen Energy & Metals PLC

 

Announcement of Publication of Prospectus in Connection with London Listing

 

Further to the announcement of the Share Exchange Offer published by the
Company on 26 June 2025, the Company confirms that the Prospectus has been
approved by the FCA and has been published. The Prospectus is in respect of
the application for admission to listing of ordinary shares with a nominal
value of €11.00 (the "Ordinary Shares") to the equity shares (commercial
companies) category of the Official List of the FCA and to trading on the Main
Market of the London Stock Exchange in connection with the Share Exchange
Offer being undertaken by the Company for all ordinary shares in Metlen Energy
& Metals S.A.

Details of the Share Exchange Offer are set out in the Prospectus, a copy of
which is available on the Company's website
at www.metlengroup.com/share-exchange, subject to certain access
restrictions. Hard copies will be available during normal business hours at
the Company's registered office. The Prospectus has also been submitted to the
National Storage Mechanism and will be available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

It is expected that Admission will become effective and that unconditional
dealings will commence at 8:00 a.m. (UK time) on 4 August 2025.

Citigroup Global Markets Limited ("Citi") and Morgan Stanley & Co.
International plc ("Morgan Stanley", and together with Citi, the "Joint
Sponsors") are acting as sponsor under the UK Listing Rules in relation to
Admission.

 

For further information:

 

Media enquiries

 

For further information, please contact:

Press Office

Tel. +30 210-6877346 | Fax +30 210-6877400 | E-mail:
communications@metlengroup.com (mailto:communications@metlengroup.com)

 

IMPORTANT LEGAL INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in, into or from any jurisdiction where to do
so would constitute a violation of the relevant securities laws of such
jurisdiction. This announcement does not purport to give legal, tax or
financial advice. Nothing contained herein shall form the basis of or be
relied upon in connection with, or act as an inducement to enter into, any
investment activity.

This announcement is not for publication or distribution, directly or
indirectly, in or into United States, Australia, New Zealand, Canada, Japan,
Kuwait, the United Arab Emirates. This announcement is not an offer of
securities for sale into the United States, Australia, New Zealand, Canada,
Japan, Kuwait, the United Arab Emirates. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction of the United States. The
securities may not be offered or sold in the United States, except pursuant to
an applicable exemption from or in a transaction not subject to the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. No public offering of the securities referred to herein is being made
in the United States.

This announcement is only addressed to and directed at persons in member
states of the European Economic Area (the "EEA") (each a "Relevant Member
State"), who are "qualified investors" within the meaning of Article 2(e) of
the Prospectus Regulation (Regulation (EU) 2017/1129), as amended ("Qualified
Investors") and an offer is not being made in any other Relevant Member State.
This announcement is being made to the public in the Relevant Member States in
reliance of the following conditions on which an offer of Ordinary Shares to
the public at any time can be made in the EEA: (i) to any legal entity which
is a Qualified Investor; (ii) to fewer than 150 natural or legal persons
(other than Qualified Investors), subject to obtaining the prior consent of
the Company for any such offer; or (iii) in any other circumstances falling
within Article 1(4) of the EU Prospectus Regulation, provided that no such
offer of Ordinary Shares shall result in a requirement for the publication of
a prospectus pursuant to Article 3 of the EU Prospectus Regulation or of a
supplement to a prospectus pursuant to Article 23 of the EU Prospectus
Regulation. For the purposes of the provisions above, the expression an "offer
to the public" in relation to the Ordinary Shares in any Relevant Member State
means the communication in any form and by any means of sufficient information
on the terms of the securities to be offered so as to enable an investor to
decide to accept the Share Exchange Offer and the Ordinary Shares.

In the United Kingdom, this announcement is (i) being made only to, and is
directly only at any legal entity which is a "qualified investors" within the
meaning of Article 2(e) of the UK version of the Prospectus Regulation
(Regulation (EU) 2017/1129), as amended, as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (a "Qualified
Investor"); (ii) being made only to, and is directly only at being made only
to, and is directly only at fewer than 150 natural or legal persons (other
than Qualified Investors), subject to obtaining the prior consent of the
Company for any such offer; or (iii) in any other circumstances falling within
section 86 of FSMA, provided that no offer of Ordinary Shares shall require
the Company to publish a prospectus pursuant to section 85 of FSMA or a
supplement to a prospectus pursuant to Article 23 of the UK Prospectus
Regulation. For these purposes of this provision, the expression "offer to the
public" in relation to any Ordinary Shares in the United Kingdom means the
communication in any form and by any means of sufficient information on the
terms of the Share Exchange Offer and the Ordinary Shares to be offered so as
to enable an investor to decide to accept the Share Exchange Offer and the
Ordinary Shares.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect the Group's current view with respect to future events and
are subject to risks relating to future events and other risks, uncertainties
and assumptions relating to the Group's business, results of operations,
financial position, liquidity, prospects, growth and strategies.
Forward-looking statements speak only as of the date they are made.

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's or the Group's
actual results, performance or achievements might be materially different from
the expected results, performance or achievements expressed or implied by such
forward-looking statements.

The Company may decide not to go ahead with completion of the Share Exchange
Offer and there is therefore no guarantee that Admission will occur.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, accounting or legal advice; (ii) a representation that any investment or
strategy is suitable or appropriate to your individual circumstances; or (iii)
a personal recommendation to you.

This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Joint Sponsors or by any of their respective affiliates,
directors, officers, employees, advisers or agents as to or in relation to,
the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, and any liability therefore is expressly disclaimed.

Save as required by law, each of the Company, the Joint Sponsors, or any of
such person's affiliates or their respective directors, officers, employees,
agents or advisers expressly disclaims any obligation or undertaking to
update, review or revise any information contained in this announcement
whether as a result of new information, future developments or otherwise.
Neither the Company nor any of its parent or subsidiary undertakings, or the
subsidiary undertakings of any such parent undertakings, nor the Joint
Sponsors, or any of such persons' respective partners, directors, officers,
employees, agents, affiliates, advisers or agents is under an obligation to
update, revise or keep current the information contained in this announcement
and the information in this announcement is subject to change without notice.

Each of the Joint Sponsors are acting exclusively for the Company and for no
one else in connection with the matters set out in the announcement and will
not regard any other person (whether or not a recipient of this announcement
or otherwise) as a client in relation to such matters. Each of the Joint
Sponsors are authorised by the PRA and regulated in the United Kingdom by the
PRA and the FCA. Apart from the responsibilities and liabilities, if any,
imposed on the Joint Sponsors by FSMA or the regulatory regime established
thereunder, the Joint Sponsors accept no responsibility or liability
whatsoever for the contents of this announcement, or for any other statement
made or purported to be made in it, in connection with the Company, its
Ordinary Shares, the Prospectus or this announcement. The Joint Sponsors
accordingly disclaim all and any responsibility or liability, whether arising
in tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the Prospectus, this announcement or any such
statement.

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PDIPKABDOBKDDAB