METLEN ENERGY & METALS PLC Announces Successful Outcome of Share Exchange Offer for Metlen S.A.

London & Athens – July 29, 2025 – METLEN ENERGY & METALS PLC (the “Company” or “Metlen PLC”) announces the successful completion of its voluntary share exchange offer (the “Offer”) submitted on June 25, 2025, for the acquisition of the entire issued and outstanding ordinary registered shares of Metlen S.A. with a nominal value of €0.97 each (the “Metlen S.A. Shares”), which are not directly or indirectly owned by Metlen PLC or any persons acting in concert with it (as defined in Article 2(e) of Greek Law 3461/2006, as amended, the “Law”).

The Offer was made in exchange for newly issued ordinary registered shares of Metlen PLC (the “Consideration Shares”) on a one-for-one basis (the “Exchange Ratio”).

Terms with capitalized initials used herein and not otherwise defined shall have the meanings given in the Information Circular dated June 26, 2025, which was prepared, approved, and published by Metlen PLC in accordance with the Law.

ACCEPTANCE CONDITION FULFILLED

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

Accordingly, the minimum acceptance condition of 90% has been satisfied.

LISTING CONDITION SATISFIED

On July 25 and 28, 2025, the FCA and the London Stock Exchange (LSE) respectively approved the application for admission of the Consideration Shares to the “Equity Shares (Commercial Companies)” category of the Official List, and for trading on the Main Market of the LSE.

Admission is contingent, among other factors, on evidence of meeting the minimum free float requirement (10%), which has already been met upon the closing of the Acceptance Period.

NEXT STEPS & TIMETABLE

On July 29, 2025, Metlen PLC (the “Offeror”) will initiate the transfer of the lawfully and validly tendered Metlen S.A. Shares. The Consideration Shares will be issued and delivered via either CREST or the Greek DSS (Σ.Α.Τ.), according to each shareholder’s election.

Key dates:

• August 1, 2025: Expected delivery of the Consideration Shares to eligible former Metlen S.A. shareholders.
• August 4, 2025: Commencement of trading of Consideration Shares on both the LSE and the Athens Exchange (ATHEX).

Metlen PLC will inform the investing public of any material changes to the timeline via announcements on the ATHEX website and through the Regulatory News Service (RNS) of the LSE.

SQUEEZE-OUT RIGHT

Given the Offer results, Metlen PLC intends to exercise its Squeeze-Out Right under Article 27 of the Law and Decision 1/644/2013 of the Hellenic Capital Market Commission (HCMC), acquiring the remaining 14,083,937 Metlen S.A. Shares.

Affected shareholders may choose between:

1. One Consideration Share per one Metlen S.A. Share, or
2. Cash consideration of €39.62 per share (the “Cash Consideration”).

Key details:

• August 4, 2025: Metlen PLC to file the Squeeze-Out request with the HCMC.
• Shareholders may elect delivery of Consideration Shares via CREST or Σ.Α.Τ.
• No sale tax (0.10%) applies to share-for-share exchanges, while cash sales are subject to the tax, payable by the seller.

Further updates will follow post-approval of the Squeeze-Out process.

Source: pagenews.gr