REG - Metlen Engy&Mtls PLC - Result of Voluntary Share Exchange Tender Offer

Metlen Energy & Metals SAAnnouncement

Tue 08:45

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RNS Number : 9636S  Metlen Energy & Metals PLC  29 July 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU (WHICH ALSO FORMS PART OF UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN MAR) IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN

METLEN ENERGY & METALS PLC

ANNOUNCEMENT

METLEN ENERGY & METALS PLC ("Metlen PLC" or the "Offeror") announces the
successful outcome of its voluntary share exchange tender offer made to
acquire the ordinary registered shares of Metlen Energy & Metals S.A.
("Metlen S.A.")

Trading of the Metlen PLC shares on the Main Market of the London Stock
Exchange (the "LSE") and the Athens Exchange ("ATHEX") is expected to commence
on 04.08.2025

29 July 2025

INTRODUCTION

In accordance with article 23 of Greek Law 3461/2006, as amended (the "Law"),
Metlen PLC announces the successful outcome of its voluntary share exchange
tender offer (the "Tender Offer"), which it submitted on 25 June 2025, to
acquire all ordinary registered shares, each having a nominal value of €0.97
(each, a "Metlen S.A. Share") issued by Metlen S.A., which Metlen PLC and any
"persons acting in concert" (as defined in article 2(e) of the Law) with
Metlen PLC, do not hold directly or indirectly, in consideration for new Euro
denominated ordinary shares issued by Metlen PLC (each a "Consideration
Share") at an exchange ratio of one Consideration Share for each Metlen S.A.
Share (the "Exchange Ratio").

Capitalised terms and expressions defined in the information circular dated 26
June 2025 which Metlen PLC prepared for the purpose of the Tender Offer and
which was approved and published in accordance with the Law shall have the
same meaning when used in this announcement, unless otherwise defined.
 

ACCEPTANCE PREREQUISITE

During the Acceptance Period, which ended on 25 July 2025, 129,024,224 Metlen
S.A. Shares corresponding to approximately 90.16% of the share capital and
voting rights of Metlen S.A. were lawfully and validly tendered, including the
30,899,783 Metlen S.A. Shares which are directly held by Mr. Evangelos
Mytilineos and his controlled companies, Frezia Ltd, Kilteo Ltd and Melvet
Investments Ltd.

As a result, the prerequisite that Metlen S.A. Shares representing at least
90% of the share capital and voting rights of Metlen S.A. be lawfully and
validly tendered and not withdrawn, has been satisfied.

ADMISSION CONDITION

On 25 July 2025 and on 28 July 2025, the FCA and the LSE acknowledged
respectively, that the application for admission of the Consideration Shares
to the equity shares (commercial companies) segment of the Official List and
to trading on the LSE's main market for listed securities has been approved.
This approval is subject to, among other things, receipt of a shareholder
statement evidencing satisfaction of the applicable minimum free float
requirement (10 per cent., which was met as of the end of the Acceptance
Period) will be met at Admission and issuance of the Consideration Shares to
be issued in the Tender Offer.

As a result, the Admission Condition has been satisfied.

FURTHER PROCESS AND TIMETABLE

On 29 July 2025, the Offeror will commence the process for transferring the
Metlen S.A. Shares lawfully and validly tendered in the Tender Offer. The
Offeror will also, issue and deliver the Consideration Shares, which are
expected to be admitted to listing and trading on the LSE and ATHEX on or
around 4 August 2025. Upon completion of such process, the former holders of
Metlen S.A. Shares who have lawfully and validly offered them in the Tender
Offer are expected to receive the Consideration Shares to which they are
entitled through either CREST or the DSS, depending on their election, on 1
August 2025, while trading of the Consideration Shares on the LSE and ATHEX is
expected to start on 4 August 2025.

Metlen PLC will inform the investors, if necessary, of any change to the above
dates through an announcement to be published on the website of the Athens
Exchange and through the LSE's Regulatory News Service (RNS).

RIGHT OF SQUEEZE-OUT

On the basis of the results of the Tender Offer, Metlen PLC will exercise its
right to require all the remaining holders of Metlen S.A. Shares to transfer
to it all their Metlen S.A. Shares, amounting to 14,083,937 shares as at the
date of this announcement, in exchange for, at the election of the relevant
holder and in accordance with article 27 of the Law and the decision
1/644/2013 of the HCMC (the "Right of Squeeze-Out"), either:

(i)    one Consideration Share for each Metlen S.A. Share, or

(ii)   payment of an amount in cash per Metlen S.A. Share equal to €39.62
(the "Cash Alternative").

The following are noted in connection with the Right of Squeeze-Out:

(i)   Metlen PLC will exercise the Right of Squeeze-Out on 04 August 2025, by
submitting a relevant written request to the HCMC.

(ii)  In the context of the Right of Squeeze-Out, the holders of Metlen S.A.
Shares will be entitled to elect to receive Consideration Shares in book-entry
form through either CREST or the DSS.

(iii) The transfer of Metlen S.A. Shares in consideration for Consideration
Shares pursuant to the Right of Squeeze-Out is not subject to the sales tax of
0.10%, while their transfer in consideration for the Cash Alternative is
subject to such tax and payable by the transferor.

Metlen PLC will duly inform the investors of the process and timetable of the
Right of Squeeze-Out following the approval of its request by the HCMC through
an announcement to be published on the website of the Athens Exchange and
through the LSE's RNS.

RIGHT TO SELL-OUT

As of 30 July 2025, the holders of Metlen S.A. Shares who have not accepted or
who have not lawfully and validly accepted the Tender Offer will be entitled
to exercise the sell-out right in accordance with article 28 of the Law and
the decision 1/409/2006 of the HCMC (the "Right to Sell-Out"), electing
either:

(a)       to sell their Metlen S.A. Shares through on-the-exchange
transactions to Metlen PLC against payment in cash of the Cash Alternative; or

(b)       to deliver their Metlen S.A. Shares to Metlen PLC in
consideration for Consideration Shares kept in book-entry form through either
CREST or the DSS at the Exchange Ratio.

The following are noted in connection with the Right to Sell-Out:

(a)       As Metlen PLC will exercise the Right of Squeeze-Out, the
exercise of the Right to Sell-Out will automatically cease on completion of
the Right of Squeeze-Out process. Consequently, the Consideration Shares
issuable pursuant to the Right to Sell-Out will be delivered to the persons
entitled thereto contemporaneously with the delivery of the Consideration
Shares issuable pursuant to the exercise of the Right of Squeeze-Out.

(b)       The transfer of Metlen S.A. Shares in consideration for
Consideration Shares pursuant to the Right to Sell-Out is not subject to the
sales tax of 0.10%, while their transfer in consideration for the Cash
Alternative is subject to such tax and payable by the transferor.

DELISTING FROM ATHEX

As, following completion of the Right of Squeeze-out process, Metlen PLC will
hold 100% of the voting rights in Metlen S.A., Metlen PLC will request the
convocation of a General Meeting of the shareholders of Metlen S.A. to resolve
upon the submission of an application to the HCMC requesting the delisting of
the Metlen S.A. Shares from the ATHEX, in accordance with article 17,
paragraph 5 of Law 3371/2005, at which (General Meeting) Metlen PLC will
exercise its voting rights in favour of such resolution. The delisting of the
Metlen S.A. Shares from the ATHEX requires the approval of the HCMC.

It is noted that following Completion and until trading in Metlen S.A. Shares
ceases in the context of the Right of Squeeze-out process, the price
fluctuation limits of the Metlen S.A. Shares are expected to be set at ±10%
of their starting price as of the date to be determined by ATHEX.

Contacts Details:

Press Office

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

Important Notices

The person responsible for arranging the release of this announcement on
behalf of Metlen PLC is Leda Condoyanni, Company Secretary.

General

No person receiving a copy of this announcement or of any other document or
material relevant to the Tender Offer (the "Relevant Documents") in any
jurisdiction outside the Hellenic Republic may treat any such document as if
it constituted a solicitation or offer to such person and under no
circumstances may such person use any Relevant Document if, in the relevant
jurisdiction, such solicitation or offer may not be lawfully made to such
person or if such Relevant Document may not be lawfully used without breaching
any legal requirements. In those instances, any such Relevant Document is sent
for information purposes only.

This regulatory announcement does not contain, constitute or form part of any
offer or invitation to sell or subscribe or any solicitation of any offer to
purchase or subscribe for any securities in any jurisdiction, and neither this
regulatory announcement (nor any part of it) nor the fact of its distribution
form the basis of, or may be relied upon in connection with, or act as any
inducement to enter into, any contract or commitment whatsoever.

Cautionary Statement Regarding Forward-Looking Statements

This announcement contains forward-looking statements that involve risks and
uncertainties relating to, amongst others, the business activities and certain
plans and objectives that Metlen PLC has in respect of the Metlen S.A. group.
There are many factors (including, without limitation, commercial,
operational, economic, political and financial), as a consequence of which the
actual results and the actual developments may potentially substantially
differ from the plans and the objectives of Metlen PLC and the Metlen S.A.
group set out in the announcement.

Although Metlen PLC believes that, as of the date of this announcement, the
expectations reflected in the forward-looking statements are reasonable,
Metlen PLC cannot assure you that future events will meet these expectations.
Moreover, neither Metlen PLC nor any other person assumes responsibility for
the accuracy and completeness of the forward-looking statements. After the
date of this announcement, unless Metlen PLC is required by applicable law to
update these forward-looking statements, Metlen PLC will not necessarily
update any of these forward-looking statements to conform them either to
actual results or to changes in expectations.

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