In accordance with Articles 27 and 16 of Law 3461/2006 (the “Law”), Metlen Energy & Metals S.A. (“Metlen S.A.”) hereby announces that, on 04 August 2025, Metlen Energy & Metals PLC (“Metlen PLC”) exercised its right, as provided pursuant to Article 27 of the Law, to acquire compulsorily (the “Right of Squeeze-Out”) the remaining ordinary registered shares, each having a nominal value of €0.97 (each a “Metlen S.A. Share”), issued by Metlen S.A., by submitting the relevant request for approval to the Hellenic Capital Market Commission.
Specifically, as set out in the relevant application of Metlen PLC, on 30 July 2025, the transfer of the 129,024,224 Metlen S.A. Shares that were lawfully and validly tendered to Metlen PLC during the acceptance period of its voluntary share exchange tender offer, which commenced on 25 June 2025 (the “Tender Offer”), was completed. The consideration for the Tender Offer consisted of newly issued Euro denominated ordinary registered shares of Metlen PLC (the “Consideration Shares”), at an exchange ratio of one Consideration Share for each Metlen S.A. Share.
As a result, as of the aforementioned date, Metlen PLC holds in total 129,024,224 Metlen S.A. Shares, corresponding to approximately 90.16% of the total share capital and voting rights of Metlen S.A.
As at 04 August 2025, the Right of Squeeze-Out concerns the acquisition of the remaining 14,083,937 Metlen S.A. Shares, corresponding to approximately 9.84% of the total share capital and voting rights of Metlen S.A., which were not held by Metlen PLC as at the above date, in consideration for, at the election of the relevant holder of such shares:
It is noted that, in the context of the Right of Squeeze-Out, holders of Metlen S.A. Shares will be entitled to elect to receive Consideration Shares, which will be held in book-entry form through either CREST or the Greek Dematerialised Securities System (“DSS”) operated by the Hellenic Central Securities Depository S.A. (“ATHEXCSD”), i.e., the same options as were available to holders of Metlen S.A. Shares in the context of the Tender Offer.
Furthermore, as stated in the information circular dated 26 June 2025 relating to the Tender Offer, the transfer of Metlen S.A. Shares in exchange for Consideration Shares pursuant to the exercise of the Right of Squeeze-Out is not subject to the 0.10% sales tax, whereas their transfer in exchange for the Cash Alternative pursuant to the exercise of the Right of Squeeze-Out is subject to the aforementioned tax, which is borne by the transferor.
Metlen PLC will also assume payment of the clearing duties in favour of ATHEXCSD, which would otherwise be payable by the transferring shareholders of Metlen S.A.
The intention of Metlen PLC to exercise the Right of Squeeze-Out was included in the aforementioned information circular.
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