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
ATHENS, Greece and LONDON, July 29, 2025 /PRNewswire/ --
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF THAT JURISDICTION
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
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.
As a result, the Admission Condition has been satisfied.
Please read further through the following link: TENDER OFFER RESULTS ANNOUNCEMENT - Metlen Εnergy & Metals
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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