Maroussi, 1 July 2025 - METLEN ENERGY & METALS S.A. (the “Company”), according to the provisions of law 3556/2007, announces the following, on the basis of the relevant notifications received on 30.06.2025 by each of METLEN ENERGY & METALS PLC (“Metlen PLC”), EMERGIA HOLDINGS LTD, ROCALDO LTC, FREZIA LTD, KILTEO LTD and MELVET INVESTMENTS LTD:
- The share capital of the Company 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").
- Metlen PLC is a public limited company incorporated under the laws of England & Wales, whose founder and sole shareholder is Mr. Evangelos Mytilineos (the “Shareholder”). The Shareholder holds:
(a) directly 122,477 Company Shares; and
(b) indirectly, through his controlled entities (within the meaning of Article 3, paragraph 1(c) of Law 3556/2007), Emergia Holdings Ltd, Frezia Ltd, Kilteo Ltd, Melvet Investments Ltd and Rocaldo Ltd (together the “Controlled Persons”), 30,777,306 Company Shares,
that is in aggregate 30,899,783 Company Shares representing approximately 21.59% of the Company’s total voting rights.
- On 20 June 2025, the Board of Directors of Metlen PLC approved, subject to certain conditions, the submission by Metlen PLC of a voluntary share exchange tender offer under Law 3461/2006 (“Law 3461”) to acquire all Company Shares, other than those held by the Shareholder and the Controlled Persons, in consideration for new ordinary registered shares issuable by Metlen PLC (the “Tender Offer”), with exchange ratio of one Company Share for one Metlen PLC share. The Tender Offer, if successfully completed in accordance with its terms and conditions, will result in Metlen PLC holding 100% of the Company Shares and becoming the direct parent of the Company and the ultimate parent company of the Company’s group. In the context and for the purpose of the Tender Offer, the Shareholder and the entities Frezia LTD, Kilteo LTD and Melvet Investments LTD, that are included in the Controlled Persons and hold directly Company Shares, have committed to tender all their aforementioned 30,899,783 Company Shares to Metlen PLC for new Metlen PLC shares, in accordance with the terms and subject to the conditions of the Tender Offer. The conditions to which the Tender Offer was subject were satisfied, and, on 25 June 2025, Metlen PLC submitted the Tender Offer in accordance with Law 3461.
- In view of the above, the Shareholder and the Controlled Persons are persons acting in concert (as defined in article 2, paragraph (e) of Law 3461) with Metlen PLC, as well as with each other (together the “Persons Acting in Concert”) with respect to the Tender Offer and, as a result, as of 25 June 2025, each of the Persons Acting in Concert is deemed to hold, as applicable, directly and indirectly, the voting rights deriving from the aforementioned 30,899,783 Company Shares, in accordance with Article 10, case (a) of Law 3556/2007 and paragraph 1.2.2, case (a) of the Circular 33/3.7.2007 of the Hellenic Capital Market Commission, as follows:
|
Name
|
Number of Shares & Voting Rights (directly
|
Number of Shares & Voting Rights (indirectly)
|
Number of Shares & Voting Rights (directly & indirectly)
|
% Voting Rights (directly & indirectly) έμμεσα)
|
|
Evangelos Mytilineos
|
122,477
|
30,777,306
|
30,899,783
|
21.59
|
|
Emergia Holdings Ltd
|
-
|
30,899,783
|
30,899,783
|
21.59
|
|
Rocaldo Ltd
|
-
|
30,899,783
|
30,899,783
|
21.59
|
|
Frezia Ltd
|
15,601,219
|
15,298,564
|
30,899,783
|
21.59
|
|
Kilteo Ltd
|
15,118,330
|
15,781,453
|
30,899,783
|
21.59
|
|
Melvet Investments Ltd
|
57,757
|
30,842,026
|
30,899,783
|
21.59
|
|
Metlen Energy & Metals PLC
|
-
|
30,899,783
|
30,899,783
|
21.59
|
