METLEN SA, a 116-year-old company with diverse operations and strong exports is pursuing a London listing to support its international growth strategy. Following a strategic review in April 2024, METLEN identified the LSE as a key market offering greater liquidity and visibility. The process formerly began with a draft prospectus submission to the FCA in December 2024.
The principal objectives of the share exchange offer are:
The Share Exchange Tender Offer ("SEO") is the mechanism through which the METLEN aims to achieve a dual listing on the LSE and the Athens Stock Exchange ("ATHEX"). More specifically, through SEO, METLEN PLCa newly established company incorporated in England & Wales, will become the direct parent undertaking of METLEN SA which is the current parent undertaking of the METLEN and subsequently proceed with the listing of its shares on the LSE, while maintaining a listing on the ATHEX.
The establishment of a UK PLC will help METLEN unlock the benefits related to a LSE listing, including potential index inclusion, while maintaining the Company’s operating base in Greece and secondary listing on ATHEX.
Additional information can be found on METLEN's website at: www.metlengroup.com.
Additionally, you would be advised to contact your Bank with a view to obtaining information on how to instruct your election.
The offeror is METLEN PLC which was incorporated and registered on 9 September 2024 under the Companies Act 2006 as a private limited company under the laws of England & Wales, with the name "METLEN Energy & Metals Limited" with registered number 15944520.
On 20 May 2025, the Offeror was re-registered as a public company and changed its name to "METLEN Energy & Metals PLC".
Its registered office is at 19th Floor, 51 Lime Street, London EC3M 7DQ and its place of effective management is at 166 A, Kifissias Avenue & Sofokleous Street, Maroussi, 15126, Greece.v
One new Euro denominated Ordinary Share in METLEN PLC per Existing Share in METLEN SA. Subject to the required approvals, METLEN PLC’s ordinary Shares will be listed on the LSE and ATHEX.
All shareholders, subject to applicable local laws and regulations. Shareholders should read the documents carefully to ensure they are eligible to participate in their jurisdiction.
Sign the acceptance form to exchange your shares for METLEN PLC shares.
If no action is taken and the 90% acceptance threshold for the Share Exchange Offer is met, holders of Existing Shares that were not acquired in the Share Exchange Offer will be entitled to, at their election, either exchange their Existing Shares with Ordinary Shares in the Company or sell their Existing Shares against the Cash Alternative pursuant to the Greek Statutory Sell-out at any time during the three calendar months after the publication of the announcement on the results of the Share Exchange Offer, and (b) the Company will be entitled to initiate a procedure to compulsorily acquire all Existing Shares held by any remaining minority shareholders within three calendar months of the end of the Acceptance Period pursuant to the Greek Statutory Squeeze-out.
Shares will be traded on both the LSE and ATHEX subject to obtain the required regulatory approvals. Shareholders can elect where their shares will be held – under DSS (for ATHEX) or CREST (for LSE).
Yes. The Ordinary Shares will be quoted in euros on both the LSE and on ATHEX.
The acceptance period will last for 4 weeks and end on July 25, 2025.
Subject to achieving the 90% minimum acceptance condition in the current Share Exchange Offer and upon completion of the Share Exchange Offer, METLEN PLC (the “Offeror“) will apply to the Hellenic Capital Markets Commission (“HCMC”) to initiate the squeeze-out procedure with respect to any non-tendered shares. Following the completion of the squeeze-out process, the delisting procedure of METLEN SA from ATHEX will also commence.
Shareholders not having tendered their shares during the Share Exchange Offer will, during the squeeze out period, automatically receive 1 METLEN PLC share per METLEN SA share held, or may elect to receive a cash alternative €39,62. Shareholders electing to receive the cash alternative during the squeeze-out will be subject to fees imposed by the Hellenic Central Securities Depository ("ELKAT" or "ATHEXCSD”).
CREST is the Central Securities Depository for the U.K. and is a securities settlement system. The Accepting Shareholder must have a CREST account and notify their CREST member before settlement. Failure to do so will result in the shareholder receiving Offeror Shares in certificated form. All required documents must be correctly and promptly submitted.
Following the settlement of the Share Exchange Offer. Estimated date: August 4, 2025
Yes, shareholders who wish to change the depository where they hold their METLEN PLC shares (from ATHEXSD to CREST or vice versa) after trading begins on the LSE and ATHEX, will have the opportunity to do so. [Details regarding the process and any potential costs will be provided in cooperation with the Athens Exchange and ATHEXCSD.] [You should consult your professional advisers on relation to any taxes, stamp duties or changes that may be triggered as a result.] Estimated date: August 4, 2025
Yes, this will be possible. You should consult your professional advisers on relation to any taxes, stamp duties or changes that may be triggered as a result.
METLEN PLC will assume payment of the 0.08% duties levied in favor of the ATHEXSD for accepting shareholders during the SEO. Shareholders receiving shares (via CREST or ATHECSD / ELKAT) will not be required to pay the relevant transaction tax.
Such tax, however, will apply to shareholders not accepting the SEO and opting for cash pursuant to the squeeze out.
The major shareholders are supportive and will accept the SEO and tender their shares under the same terms as all other shareholders.
METLEN PLC’s dividend policy will be determined annually depending on a number of factors, including the Group's results of operations, cash flows, financial condition, payments by its subsidiaries of cash dividends to the Company, the stage of the Company's development, its business prospects, statutory, regulatory and contractual restrictions on its declaration and payment of dividends and other factors that the Directors may consider important. Dividends or other cash distributions are generally expected to be paid in euros, although shareholders are expected to be able to elect to receive their dividend payments or other cash distributions in pounds sterling. The tax treatment of dividends payable to Greek residents is not expected to change.
No. The annual dividend payment for 2024, proposed and approved at METLEN SA’s Annual General Meeting on June 3rd, 2025, will be paid out to shareholders as expected. Subsequently the company will decide on the record and payment dates.
The presently announced transaction relates only to the relisting and there is no dilution of existing shareholders expected.
Yes, until the Hellenic Capital Market Commission sets the date on which trading will cease as part of the squeeze-out process.
Any relevant fees will be funded by METLEN PLC through a term loan agreement with Citi and Morgan Stanley. Once METLEN PLC becomes the parent company of METLEN SA, the new debt will be consolidated into Group financials.
Operations, strategy and quarterly reporting will remain unchanged.
Assuming over 90% acceptance rate of the Share Exchange Offer and completion of the squeeze out, METLEN SA will have a single shareholder, who will be METLEN PLC and assuming a 100% acceptance rate at the SEO, METLEN SA’s shareholding structure will be replicated at PLC Level.
No, the Group' s place of effective management will remain in Athens.
All processes will remain as they are.
