Metlen PLC makes voluntary share exchange offer for Metlen S.A.

LONDON - Metlen Energy & Metals PLC announced on Wednesday a voluntary share exchange offer to acquire all outstanding ordinary registered shares of Metlen Energy & Metals S.A. that it does not already hold, representing approximately 78.41% of the Greek company’s total share capital and voting rights.

Under the offer terms, shareholders will receive one new Euro-denominated ordinary share of Metlen PLC for each Metlen S.A. share tendered. The transaction aims to consolidate the group under a UK-listed parent company while maintaining its operational presence in Greece.

The primary objectives include facilitating admission to the London Stock Exchange (LON:LSEG)’s main market, enhancing international shareholder access, and improving liquidity. Metlen PLC has also applied for a secondary listing on the Athens Exchange.

Major shareholder Evangelos Mytilineos and controlled entities, representing approximately 21.59% of Metlen S.A.’s share capital, have committed to tender their shares. Fairfax Financial Holdings (OTC:FRFHF) Limited, which controls approximately 6.42% of shares, has also agreed to participate.

The offer is subject to regulatory approvals from both UK and Greek authorities. If Metlen PLC reaches at least 90% ownership following the acceptance period, it will initiate a squeeze-out procedure for remaining shares, with shareholders able to receive either Metlen PLC shares or €39.62 in cash per share.

The transaction will not affect the group’s business strategy, operations or employment positions in Greece, according to the press release statement. Metlen PLC will maintain its tax residence in Greece.

National Bank of Greece S.A. and Piraeus Bank Société Anonyme are acting as advisors to Metlen PLC for the transaction.

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