REG - Metlen Engy&Mtls PLC - ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER

National Bank of Greece SAAnnouncement

26/06/2025 08:30

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RNS Number : 5301O  Metlen Energy & Metals PLC  26 June 2025

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OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN
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JURISDICTION

ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER

MADE BY METLEN ENERGY & METALS PLC TO ACQUIRE THE ORDINARY REGISTERED
SHARES OF METLEN ENERGY & METALS S.A. IN CONSIDERATION FOR SHARES OF
METLEN ENERGY & METALS PLC

25 June 2025

Executive Summary

·    Metlen Energy & Metals PLC ("Metlen PLC" or "Offeror"), a public
limited company incorporated under the laws of England & Wales by Mr.
Evangelos Mytilineos (the "Major Shareholder"), announces today the submission
of a voluntary share exchange offer (the "Tender Offer") to acquire all
ordinary registered shares, each having a nominal value of €0.97 (each, a
"Company Share") of Metlen Energy & Metals S.A. ("Metlen S.A." or
"Company", and together with its subsidiaries, the "Group"), which Metlen PLC
does not hold directly or indirectly, for new Euro denominated ordinary shares
(each, a "Consideration Share") of Metlen PLC on a one-for-one basis, in
accordance with Greek Law 3461/2006 (the "Law").

·    The proposed transaction will consolidate the Group under a UK-listed
ultimate parent company, Metlen PLC, while preserving its operational scope,
strategic priorities and commitment to Greece.

·     The Group's commitment to Greece will remain unaffected given that
Metlen S.A. will maintain its operations, its investments and human resources
in Greece, its continuous contribution to the local economy and society, as
well as through the secondary trading of Metlen PLC's Euro denominated
ordinary shares (the "Offeror Shares") on the Athens Exchange (the "ATHEX").
There will be no impact on the employment positions, remuneration or benefits
for any employees of the Group as a result of the transaction, and Metlen
PLC's tax residence is Greece.

·     The purpose of the Tender Offer by Metlen PLC is to facilitate the
admission of the Company Shares to listing on the equity shares (commercial
companies) category ("ESCC Category") of the official list of the Financial
Conduct Authority (the "FCA") (the "Official List")  and to trading on the
London Stock Exchange's (the "LSE") main market for listed securities through
Metlen PLC. Metlen PLC has also applied for a secondary listing and admission
to trading of all of the Offeror Shares on the Main Market οf the ATHEX.

·    The principal objectives of the Tender Offer are to:

o     better reflect the scale and international footprint of the Group's
business, seeking to increase visibility to its global counterparties, and
facilitating day-to-day business activities;

o    support the corporate transformation of the Group, by transitioning to
a more institutional operating model aligned with its international footprint;

o     broaden international shareholder access by establishing a primary
listing of the Group on the largest and most liquid exchange in Europe with
the largest number of international stocks 1 ;

o     seek to enhance liquidity for holders of Company Shares through a
listing of the Offeror Shares on the ESCC Category of the Official List and
admission to trading on the London Stock Exchange, and to facilitate the
inclusion of the Offeror Shares in the FTSE UK Index Series; and

o        further facilitate the Group's access to both the international
equity and debt capital markets.

Metlen PLC was incorporated by the Major Shareholder, to facilitate the
transaction and has no operations and no material assets or liabilities other
than in connection with the proposed transaction. The Major Shareholder and
its controlled, within the meaning of article 3 paragraph 1 (c) of Law
3556/2007, entities, Frezia Ltd, Kilteo Ltd and Melvet Investments Ltd, have
stated in writing to the Offeror that they will tender all their Company
Shares in the Tender Offer, which represent in aggregate approximately 21.59%
of the share capital and voting rights in Metlen S.A., for Consideration
Shares in accordance with the terms and subject to the conditions of the
Tender Offer.

Similarly, Fairfax Financial Holdings Limited ("Fairfax"), who controls
through subsidiaries of its group  9,188,047 Company Shares representing
approximately 6.42% of the share capital and voting rights in Metlen S.A. has
stated in writing to the Offeror that such shares, along with any other shares
which may be acquired by Fairfax and/or its affiliate entities until the lapse
of the acceptance period of the Tender Offer, shall be tendered in the Tender
Offer for Consideration Shares in accordance with the terms and subject to the
conditions of the Tender Offer.

National Bank of Greece S.A. and Piraeus Bank Société Anonyme are acting as
advisors to Metlen PLC in connection with the share exchange offer.

The Tender Offer

In accordance with the Law, Metlen PLC, a newly formed public limited company
incorporated under the laws of England & Wales, announces the submission
of a voluntary share exchange offer (the "Tender Offer") to acquire all of the
outstanding ordinary registered shares of Metlen S.A., which Metlen PLC does
not hold, directly or indirectly, as at 25 June 2025 (the "Date of the Tender
Offer"), i.e. 112,208,378 Company Shares representing approximately 78.41% of
the total share capital and voting rights of Metlen S.A. as at that date.
Metlen S.A. is a Greek société anonyme with General Commercial Registry No.
757001000 and registered seat at, 8 Artemidos Street, 151 25 Maroussi, Attica,
Greece. The share capital of Metlen S.A. amounts to €138,814,916.17 and is
divided into 143,108,161 ordinary registered shares, each having a nominal
value of €0.97. The Company Shares are listed and traded on the main market
of the ΑΤΗΕΧ under the symbol "ΜΥΤΙΛ".

The Date of the Tender Offer is the date on which Metlen PLC initiated the
Tender Offer process by informing the Hellenic Capital Market Commission (the
"HCMC") and the board of directors of Metlen S.A. of the Tender Offer and
submitting to them a draft of the Greek information circular (the "Information
Circular"), in accordance with article 10, paragraph 1 of the Law.

Pursuant to article 2, paragraph (e) of the Law, persons acting in concert
with the Offeror and among themselves for the purposes of the Tender Offer are
(i) the Major Shareholder, founder and sole shareholder of the Offeror, and
(ii) Emergia Holdings Ltd, Frezia Ltd, Kilteo Ltd, Melvet Investments Ltd and
Rocaldo Ltd, which are controlled, in the sense of article 3, paragraph 1(c)
of Law 3556/2007, by the Major Shareholder (the "Concerted Persons"). Apart
from the aforementioned persons, there are no other persons acting in concert
with the Offeror for the purposes of the Tender Offer, pursuant to article 2,
case (e) of the Law.

As at the Date of the Tender Offer, Metlen PLC held no Company Shares.
However, as at that date, Metlen PLC is deemed under the Law to hold
indirectly the voting rights deriving from the 30,899,783 Company Shares,
which are directly held by each of the Major Shareholder and each of Frezia
Ltd, Kilteo Ltd and Melvet Investments Ltd, corresponding to approximately
21.59% of the total share capital and voting rights in Metlen S.A. (the
"Concerted Persons Shares"). Other than the Concerted Persons Shares, the
Concerted Persons do not hold any Company Shares or voting rights in the
Company.

Other than the aforementioned written statements received by the Offeror from
the Major Shareholder and each of Frezia Ltd, Kilteo Ltd, Melvet Investments
Ltd and Fairfax, there are no special agreements relating to the Tender Offer
or the exercise of rights arising from the Company Shares to which the Offeror
or another Concerted Person is a party..

The purpose of the Tender Offer is to facilitate the admission of the Company
Shares to listing on the ESCC Category of the Official List and the admission
to trading on the LSE's main market for listed securities. Metlen PLC has also
applied for a secondary listing and admission to trading for the Offeror
Shares on the Main Market of the ATHEX.

Consideration and Tender Offer Structure

In consideration for every Company Share lawfully and validly tendered in the
Tender Offer, Metlen PLC offers during the acceptance period of the Tender
Offer one new Consideration Share. Holders of Company Shares who tender their
Company Shares in the Tender Offer will have the option to receive, for each
Company Share lawfully and validly tendered in the Tender Offer, one
Consideration Share in dematerialised form through either CREST, a
computerised system of the United Kingdom for the paperless settlement of
sales and purchases of securities and the holding of uncertificated
securities, or the Greek Dematerialised Securities System ("DSS").

Metlen PLC will assume payment of the clearing duties levied in favor of the
Hellenic Central Securities Depository S.A. (the "ATHEXCSD") on the
registration of the transfer of the Company Shares tendered to Metlen PLC, in
accordance with the Codified Resolution 18 (Meeting 311/22.02.2021) of the
Board of Directors of ATHEXCSD, which would otherwise be payable by the
accepting shareholders of Metlen S.A. Such duties amount to 0.08% and are
calculated in accordance with the provisions of such decision.

According to the circular issued by the Greek Independent Authority for Public
Revenue with reference number Ε.2048/2024, the transfer of the tendered
Company Shares to Metlen PLC in exchange for Consideration Shares will not be
subject to the tax provided for by article 9 paragraph 2 of Law 2579/1998 in
favour of the Greek State, which currently amounts to 0.10% and is imposed on
sales of shares listed on the ATHEX, since such transfer will not qualify as a
sale under such law. As a result, shareholders of Metlen S.A. who elect to
receive Consideration Shares through either CREST or the DSS will not be
required to pay such tax, while shareholders who elect to receive the Cash
Alternative (as defined below) in the context of the exercise of the right of
squeeze-out or the right to sell-out, as defined in articles 27 and 28 of the
Law respectively, will be required to pay such tax.

Metlen PLC will apply to the FCA for all of the Offeror Shares to be admitted
to the ESCC Category of the Official List, and to the LSE for such Offeror
Shares to be admitted to trading on the LSE's main market for listed
securities, which is expected to constitute the primary market for trading of
the Offeror Shares, subject to the admission to the LSE occurring. Subject to
the same condition, with effect from the admission to the LSE, transactions in
Offeror Shares executed on the LSE will be settled and cleared in the CREST
system.

                Metlen PLC will publish by way of separate
announcement the commencement of the acceptance period of the Tender Offer
(the "Acceptance Period") and the means to tender.

Squeeze-Out and Sell-Out Procedures, Delisting of Metlen S.A.

If at the end of the Acceptance Period, Metlen PLC holds Company Shares
representing at least 90% of the total voting rights in Metlen S.A., including
for this purpose the Concerted Persons Shares:

(a)          Metlen PLC will initiate the squeeze-out procedure under
the Law to cause any remaining holders of Company Shares to transfer those
Company Shares to Metlen PLC, in accordance with the Law (the "Right of
Squeeze-Out"); and

(b)          holders of Company Shares who have not accepted the Tender
Offer will be entitled, within a period of three (3) months from the
publication of the results of the Tender Offer, to exercise the right to
sell-out, in accordance with the Law (the "Right to Sell-Out").

The consideration offered for each Company Share regarding both the Right of
Squeeze-Out and the Right to Sell-Out, is, at the election of the holder,
either one Consideration Share in dematerialised form held through either
CREST or the DSS,  or €39.62 in cash (the "Cash Alternative"), which is
equal to the volume-weighted average market price of Company Shares on the
ATHEX (adjusted as per the valid tick size of the price for the Company Share)
over the six months ended on 24 June 2025, the last trading day preceding the
Date of the Tender  Offer.

The Cash Alternative meets the criteria of the fair and reasonable
consideration according to article 9 of the Law, since:

a)    the volume weighted average stock market price for the Company Share,
as applicable, during the six (6) months preceding the Date of the Tender
Offer amounts to 39.606 Euro, according to the data of the ATHEX; and

b)    neither the Offeror nor the Concerted Persons acquired Company Shares
during the twelve months preceding the Date of the Tender Offer at a price per
Company Share above the Cash Alternative.

A valuation of the Company Shares is not required under paragraph 6 of article
9 of the Law, as none of the conditions mentioned therein apply, namely:

a)    The conditions of paragraph 6, case (a) are not fulfilled, since no
sanctions have been imposed by the Board of Directors of the HCMC for market
manipulation of the Company Shares within the eighteen (18) months prior to
the Date of the Tender Offer,

b)    The conditions of case (b) of paragraph 6 are not met, since the
Company Shares have been traded for more than three-fifths (3/5) of the
operating days of the ATHEX, i.e., 120 days out of 120 days operating days,
and the transactions carried out exceed ten percent (10%) of all Company
Shares, during the six (6) months prior to the Date of the Tender Offer, i.e.,
in particular amounted to approximately 24% of all Company Shares.

c)     The conditions of case (c) of paragraph 6 are not met, since the
fair and reasonable consideration, as determined by the criteria of paragraph
4 of article 9 of the Law, is greater than eighty percent (80%) of the book
value per Company Share, based on the average figures from the last two
published financial statements of the Company under Law 3556/2007, on a
consolidated basis, i.e., 80% of €20.30 per Company Share (which equals to
approximately €16.24).

Furthermore, in the event that following completion of the Tender Offer or the
exercise of the Right of Squeeze-out or the Right to Sell-out, as applicable,
Metlen PLC holds Company Shares representing at least 95% of the Metlen S.A.'s
total voting rights, it will request the convocation of a General Meeting of
the shareholders of Metlen S.A. to approve the submission of an application to
the HCMC requesting the delisting of the Company 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.

Plans for Metlen S.A. and Metlen PLC following the Tender Offer

It is intended that Metlen PLC will be the new ultimate parent company of the
Group following completion of the Tender Offer. The Tender Offer will not
cause any change in the business, scope, strategy and focus of the Group's
operations. The Group's current management will continue to lead the Group's
business and long-term strategy. The Group's commitment to Greece will remain
unaffected given that Metlen S.A. will maintain its operations, its
investments and human resources in Greece, its continuous contribution to the
local economy and society, as well as through the secondary trading of the
Offeror Shares on the ATHEX, and Metlen PLC's tax residence being in Greece.
There will be no impact on the employment positions, remuneration or benefits
for any employees of the Group as a result of the transaction.

Conditions of the Tender Offer

1.    The Tender Offer becoming effective is subject to the following
conditions:

(a)  the FCA shall have approved the prospectus relating to admission of the
Offeror Shares to listing on the ESCC Category of the Official List and to
trading on LSE's Main Market (the "UK Prospectus");

(b)  the HCMC shall have approved the prospectus relating to the public
offering of the Consideration Shares in Greece pursuant to the Tender Offer
and the listing and admission to trading of all Offeror Shares on the ATHEX
(the "Prospectus"); and

(c)   the Information Circular shall have been approved by the HCMC.

2.    Completion of the Tender Offer is subject to the following
conditions:

(1)          (a) the FCA and the LSE shall have acknowledged to
Metlen PLC or its agent (and such acknowledgment shall not have been
withdrawn) on or prior to the end of the Acceptance Period that the
application for admission of the Offeror Shares to the ESCC Category of the
Official List and to trading on the LSE's main market for listed securities
has been or will be approved, provided that such approval will become
effective upon (i) the submission by Metlen PLC or its agent (in practice, the
financial institution(s) acting as sponsor(s) for the admission) to the FCA of
a shareholder statement in customary form, evidencing satisfaction of the
requirement under UK Listing Rule 5.5.1 that a minimum percentage of the
Offeror Shares will be in "public hands" upon such admission (the "minimum
free float requirement"), and confirmation of the number and par value of the
Offeror Shares to be issued pursuant to the Tender Offer; (ii) the issuance of
the Offeror Shares pursuant to the Tender Offer; and (iii) the issuance of a
dealing notice by the FCA; and (b) based on the level of valid acceptances
received by the end of the Acceptance Period the minimum free float
requirement (10 per cent.) will be met as at Admission (together the
"Admission Condition"), and

(2)          no later than the end of the Acceptance Period, at least
128,797,345 Company Shares corresponding to at least 90%  of the total issued
share capital and voting rights of Metlen S.A., including, for this purpose,
the Concerted Persons Shares, shall have been lawfully and validly tendered
and not withdrawn as at the end of the Acceptance Period (the "Acceptance
Prerequisite ").

In case the Admission Condition and/or the Acceptance Prerequisite is not
satsfied by the end of the Acceptance Period, the Tender Offer will
automatically lapse, namely that it will have no legal effect, and the Company
Shares tendered will be returned to their holders.

The Offer may revoke the Tender Offer if (i) a competing offer, as provided by
the Law, has been submitted, or (ii) subject to the HCMC's approval, if an
unforeseen change in circumstances beyond the control of the Offeror occurs
that makes the Tender Offer particularly onerous.

The declarations of acceptance which are submitted cannot be revoked, unless
(i) a competing offer, as provided by the Law, has been submitted, or (ii)
following the publication of any supplement to the Prospectus by the Offeror,
in which case the accepting shareholder will be entitled to exercise a
revocation right.

Shareholders' Statements

Metlen PLC has received written statements from the Major Shareholder and each
of Frezia Ltd, Kilteo Ltd, Melvet Investments Ltd, and Fairfax, to tender in
the Tender Offer 40,087,830 Company Shares, which represent in total
approximately 28.01% of the voting rights in Metlen S.A., in exchange for
Consideration Shares, in accordance with the terms and subject to the
conditions of the Tender Offer.

Metlen PLC's Advisors

National Bank of Greece S.A. and Piraeus Bank Société Anonyme, act as
advisors of Metlen PLC in respect of the Tender Offer, in accordance with
article 12 of the Law (each an "Advisor" and together the "Advisors").

For the purpose of the Tender Offer only, National Bank of Greece S.A. has
certified to the HCMC that Metlen PLC (i) has taken all appropriate measures
to be able to issue and deliver the Metlen PLC Shares to the shareholders who
accept the Tender Offer and (ii) has the necessary wherewithal to pay the
above duties in favour of ATHEXCSD in accordance with and subject to the terms
and conditions of the Tender Offer. However, National Bank of Greece S.A.
provides no guarantee, within the meaning of Articles 847 et seq. of the Greek
Civil Code, for the performance of the delivery, payment and other obligations
undertaken by Metlen PLC under the Tender Offer, nor do they bear any
liability within the scope of Article 729 of the Greek Civil Code.

The Advisors are also acting as listing advisors to Metlen PLC in relation to
the secondary listing of all Offeror Shares on the ATHEX.

About Metlen PLC

Metlen PLC was incorporated on 9 September 2024 under the laws of England and
Wales and the Companies Act 2006 as a private limited company under the name
"Metlen Energy & Metals Limited" with registered number 15944520. On 20
May 2025, the Company was re-registered as a public limited company and
changed its name to Metlen Energy & Metals PLC. Its registered address is
19th Floor, 51 Lime Street, London EC3M 7DQ.

As of the date of this announcement, Metlen PLC has a fully paid-up share
capital comprised of one ordinary share of £1.00 nominal value (the "Initial
GBP Share"), one ordinary share € 11.00 nominal value (the "Initial EUR
Share" and together with the "Initial GBP Share", the "Initial Shares") and
49,999 redeemable non-voting preference shares of £1.00 nominal value each
(the "Redeemable Shares"). Metlen PLC was incorporated by the Major
Shareholder to facilitate this transaction and has no operations and no
material assets or liabilities other than in connection with this transaction.
Metlen PLC's Initial Shares will be converted into and re-designated as
subscriber shares with no voting rights (the "Subscriber Shares"), upon the
issuance of the new Offeror Shares offered in connection with the Tender Offer
being admitted to the Official List and to trading on the Main Market of the
LSE. It is expected that, following Admission, the Redeemable Shares and the
Subscriber Share will be cancelled. Such cancellation is expected to be
effected no earlier than the completion of the Right of Squeeze-out process.

Important Notices

General

·    The Tender Offer described herein is addressed to holders of Metlen
S.A. Shares and only to persons to whom it may be lawfully addressed. The
Tender Offer will be made in the territory of the Hellenic Republic. The
making of the Tender Offer to specific persons who are residents in or
nationals or citizens of jurisdictions outside the Hellenic Republic or to
custodians, nominees or trustees of such persons (the "Excluded Shareholders")
may be made only in accordance with the laws of the relevant jurisdiction. It
is the responsibility of the Excluded Shareholders and each person wishing to
accept the Tender Offer to inform themselves of and ensure compliance with the
laws of their respective jurisdictions in relation to the Tender Offer. If you
have any doubts as to your status, you should consult with your professional
advisor in the relevant jurisdiction.

 

·    The Tender Offer is not being made, directly or indirectly, by mail
or by any means in or into the United States of America, Australia, Canada,
Japan or any other jurisdiction within which, under its laws, rules and
regulations, the submission, the making or the presentation of the Tender
Offer or the mailing or distribution of the Information Circular to be
approved by the HCMC a declaration of acceptance and any other document or
material relevant thereto (together, the "Relevant Documents") is illegal or
contravenes any applicable legislation, rule or regulation (together, the
"Excluded Territories"). Accordingly, copies of any such Relevant Documents
and materials will not be, and must not be, directly or indirectly, mailed,
distributed or otherwise sent to anyone or from anyone in or into or from any
Excluded Territory.

·    No Offeror Shares have been offered or will be offered pursuant to
the Tender Offer to the public in the United Kingdom prior to the publication
of a prospectus in relation to the Offeror Shares which has been approved by
the Financial Conduct Authority, except that the Offeror Shares may be offered
to the public in the United Kingdom at any time: (a) to any legal entity which
is a qualified investor as defined under Article 2 of the UK Prospectus
Regulation; (b) to fewer than 150 natural or legal persons (other than
qualified investors as defined under Article 2 of the UK Prospectus
Regulation), subject to obtaining the prior consent of the Advisors for any
such offer; or (c) in any other circumstances falling within Section 86 of the
FSMA. provided that no such offer of the Offeror Shares shall require Metlen
PLC or any Advisor to publish a prospectus pursuant to Section 85 of the FSMA
or supplement a prospectus pursuant to Article 23 of the UK Prospectus
Regulation. For the purposes of this provision, the expression an "offer to
the public" in relation to the Offeror Shares in the United Kingdom means the
communication in any form and by any means of sufficient information on the
terms of the offer and any Offeror Shares to be offered so as to enable an
investor to decide to purchase or subscribe for any Offeror Shares and the
expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018.

In addition, in the United Kingdom, the materials are being distributed only
to, and are directed only at, "qualified investors" within the meaning of
Article 2(e) of the UK version of the UK Prospectus Regulation who are also
(a) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; and (c) other
persons to whom they may otherwise lawfully be communicated (all such persons
referred to in (a), (b) and (c) together being referred to as "Relevant
Persons"). Any investment or investment activity to which the materials relate
is available only to Relevant Persons in the United Kingdom and will only be
engaged with such persons.

·    The Consideration Shares have not been and will not be registered
under the U.S. Securities Act of 1933 (the "Securities Act") and may not be
offered or sold in the United States absent registration or an exemption from
the registration requirements of the Securities Act. Metlen PLC has no
intention to register any part of the Tender Offer in the United States or
make a public offering of the Consideration Shares in the United States. Any
Consideration Shares offered in the United States will be offered only to (i)
holders of the Company Shares located outside of the United States and (ii)
holders of Company Shares located within the United States that are Qualified
Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act of
1933).

·    The Offeror Shares are issued to the Company's existing shareholders
in Singapore without the intention of being on-sold there, and no documents
issued by or on behalf of the Company may be used in any subsequent sale by
these shareholders. The Information Circular has not been and will not be
lodged with or registered as a prospectus under the Securities and Futures Act
2001 of Singapore with the Monetary Authority of Singapore. Therefore, the
Information Circular does not constitute an offer or invitation for the sale
or purchase of the Offeror Shares in Singapore, whether directly or
indirectly, and shall not form the basis of any contract for the issue or sale
of the Consideration Shares in Singapore.

·    This announcement is only made available to a limited number of
"Professional Investors" within the meaning of the SCA's Board of Directors
Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as
amended. By receiving this announcement, the entity to whom it has been issued
understands, acknowledges and agrees that it has not been approved by or filed
with the UAE Central Bank, the UAE Securities and Commodities Authority, the
Dubai Financial Services Authority ("DFSA"), the Financial Services Regulatory
Authority of Abu Dhabi ("FSRA") or any other relevant regulatory or licensing
authorities in the UAE, nor has the originator, or any other related party
received authorization or licensing from the UAE Central Bank, the UAE
Securities and Commodities Authority, the DFSA, the FSRA, or any other
authorities in the UAE. This announcement does not constitute a public offer
of Offeror Shares in the UAE in accordance with the UAE SCA Chairman of the
Board Resolution No. (11/R.M) of 2016 On the Regulations for Issuing and
Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021
on Commercial Companies, or otherwise.

·    The Offeror Shares may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the Swiss Financial Services
Act ("FinSA") and no application has or will be made to admit the Offeror
Shares to trading on any trading venue (exchange or multilateral trading
facility) in Switzerland. The Information Circular and any related offering or
marketing materials regarding the Offeror Shares do not constitute a
prospectus under the FinSA and must not be publicly distributed or made
available in Switzerland.

·    The Offeror Shares have not been licensed for offering in Kuwait by
the Kuwait Capital Markets Authority or any other relevant Kuwaiti government
agency. The offering of the Offeror Shares in Kuwait on the basis a private
placement or public offering is, therefore, restricted in accordance with Law
No. 7 of 2010 and the bylaws thereto (as amended). No private or public
offering of the Offeror Shares is being made in Kuwait, and no agreement
relating to the sale of the Ordinary Shares will be concluded in Kuwait. No
marketing or solicitation or inducement activities are being used to offer or
market the Offeror Shares in Kuwait.

·    The Offeror Shares may be sold only to purchasers purchasing, or
deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined
in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the Offeror Shares must be made
in accordance with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.

·    The Offeror Shares have not been and will not be registered in Japan
pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange
Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") in reliance upon the
exemption from the registration requirements since the offering constitutes
the private placement to qualified institutional investors only as provided
for in "i" of Article 2, Paragraph 3, Item 2 of the FIEA. A transferor of the
Offeror Shares shall not transfer or resell them except where a transferee is
a qualified institutional investor under Article 10 of the Cabinet Office
Ordinance concerning Definitions provided in Article 2 of the Financial
Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No.
14 of 1993, as amended).

·    This announcement does not constitute an invitation to the public in
the Cayman Islands. Any invitation to participate in the Tender Offer is not
being conducted in or from with the Cayman Islands or a place of business in
the Cayman Islands.

·    No person receiving a copy of this announcement or of any Relevant
Document 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

The information contained in this announcement does not purport to be full or
complete. The exact dates of the Tender Offer and the Admission may change.
The Tender Offer and the Admission will occur, and you should not base your
financial decisions on Metlen PLC's intentions at this stage in relation to
the Tender Offer and the Admission.

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 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 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.

 1  Source: https://www.londonstockexchange.com
(https://www.londonstockexchange.com)

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