The parallel trading of Metlen PLC shares on the Main Market of the London Stock Exchange (LSE) and the Athens Stock Exchange is expected to begin on August 4, following the successful completion of the public share exchange offer. During this process, 129,024,224 Metlen S.A. shares were legally and validly offered and tendered, representing approximately 90.16% of the company’s share capital and voting rights. This amount includes the 30,899,783 shares directly held by Mr. Evangelos Mytilineos along with companies under his control: Frezia Ltd, Kilteo Ltd, and Melvet Investments Ltd. As part of the process, the FCA and LSE confirmed approval of the application for listing the exchange shares in the “equity shares” (commercial companies) category of the Official List and for trading them on the LSE main market.
Metlen: successful public offer with 90.16% acceptance rate
Specifically, during the Acceptance Period – which ended on July 25, 2025 – 129,024,224 Metlen S.A. shares were legally and validly offered, representing approximately 90.16% of Metlen S.A.’s share capital and voting rights, including the total 30,899,783 Metlen S.A. shares directly held by Mr. Evangelos Mytilineos and his controlled companies: Frezia Ltd, Kilteo Ltd, and Melvet Investments Ltd.
Consequently, the condition requiring legally and validly offered, non-withdrawn Metlen S.A. shares representing at least 90% of the share capital and voting rights of Metlen S.A. has been fulfilled.
Furthermore, on July 25, 2025, and July 28, 2025, the FCA and LSE respectively confirmed approval of the application for listing the Exchange Shares in the “equity shares” (commercial companies) category of the Official List and for trading on the LSE main market for listed securities. This approval depends, among other things, on receiving a shareholder statement proving that meeting the applicable minimum distribution requirement (10 percent, which was met at the end of the Acceptance Period) will occur upon Listing and issuance of Exchange Shares to be issued under the Public Offer. Consequently, the Listing Condition has been satisfied.
Transfer process for Metlen S.A. shares now begins
According to the timeline, starting today 29/7, the process begins for transferring Metlen S.A. shares offered under the Public Offer. As stated in the official announcement, the Offeror will begin the process for transferring Metlen S.A. shares that were legally and validly offered under the Public Offer. The Offeror will also issue and deliver Exchange Shares, which are expected to be introduced for trading on the LSE and Athens Exchange around August 4, 2025. Upon completion of the process, former holders of Metlen S.A. shares who legally and validly offered them under the Public Offer are expected to receive their entitled Exchange Shares through either CREST or the Central Securities Depository, depending on their choice, on August 1, 2025, while trading of Exchange Shares on the LSE and Athens Exchange is expected to begin on August 4, 2025. Metlen PLC will inform the investment community, if necessary, of any changes to the above dates through announcements published on the Athens Exchange website and through the LSE’s Regulatory News Service (RNS).
The following are also provided:
1. SQUEEZE-OUT RIGHT
Based on the Public Offer results, Metlen PLC will exercise its right to require all remaining Metlen S.A. shareholders to transfer to it all their Metlen S.A. shares, which correspond to 14,083,937 shares as of this announcement date, in exchange for, at the respective holder’s choice and according to Article 27 of the Law and HCMC decision 1/644/2013 (the “Squeeze-Out Right”), either:
- one Exchange Share for each Metlen S.A. share, or
- cash payment for each Metlen S.A. share equal to €39.62 (the “Cash Consideration”).
Regarding the Squeeze-Out Right, the following are noted:
- Metlen PLC will exercise the Squeeze-Out Right on August 4, 2025, by submitting a relevant request document to the HCMC.
- Under the Squeeze-Out Right, Metlen S.A. shareholders may choose to receive Exchange Shares, which will be held in book-entry form through either CREST or the Central Securities Depository.
- The transfer of Metlen S.A. shares for Exchange Shares under the Squeeze-Out Right is not subject to the prescribed 0.10% transfer tax, while their transfer for Cash Consideration is subject to this tax borne by the transferor.
- Metlen PLC will properly inform the investment community about the Squeeze-Out Right process and timeline following approval of its request by the HCMC, through announcements published on the Athens Exchange website and through the LSE’s Regulatory News Service (RNS).
2. SELL-OUT RIGHT
From July 30, 2025, Metlen S.A. shareholders who did not accept or did not legally and validly accept the Public Offer will be entitled to exercise the sell-out right, according to Article 28 of the Law and HCMC decision 1/409/2006 (the “Sell-Out Right”), choosing either:
- to sell their Metlen S.A. shares on the stock exchange to Metlen PLC for Cash Consideration payment, or
- to deliver their Metlen S.A. shares to Metlen PLC in exchange for Exchange Shares, which will be held in book-entry form through either CREST or the Central Securities Depository based on the Exchange Ratio.
Regarding the Sell-Out Right, the following are noted:
- Since Metlen PLC will exercise the Squeeze-Out Right, exercise of the Sell-Out Right will automatically end upon completion of the Squeeze-Out Right process. Consequently, Exchange Shares issued under the Sell-Out Right will be delivered to their beneficiaries simultaneously with delivery of Exchange Shares issued under the Squeeze-Out Right.
- The transfer of Metlen S.A. shares for Exchange Shares under the Sell-Out Right is not subject to the prescribed 0.10% transfer tax, while their stock exchange sale for Cash Consideration is subject to this tax borne by the transferor.
3. DELISTING FROM ATHENS EXCHANGE
Given that after completing the Squeeze-Out Right process, Metlen PLC will hold 100% of Metlen S.A. voting rights, Metlen PLC will request convening a Metlen S.A. shareholders’ General Meeting to decide on submitting an application to the HCMC for delisting Metlen S.A. shares from the Athens Exchange, according to Article 17 par. 5 of Law 3371/2005, during which General Meeting Metlen PLC will exercise all voting rights in favor of the relevant decision. Delisting Metlen S.A. shares from the Athens Exchange requires HCMC approval.
It is noted that following Completion and until trading cessation of Metlen S.A. shares under the Squeeze-Out Right process, the price fluctuation limits for Metlen S.A. shares are expected to be set at ±10% of their opening price at the time determined by the Athens Exchange.
