NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, KUWAIT, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT .
This announcement is an advertisement and not a prospectus for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or otherwise and is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, New Zealand, Canada, Japan, Kuwait and the United Arab Emirates or any other jurisdiction where it is unlawful to distribute this announcement .
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or the prospectus (together with any supplementary prospectus, if relevant, the "Prospectus"), published by Metlen Energy & Metals PLC (the "Company") in connection with the proposed voluntary share exchange offer by the Company for all ordinary shares in the capital of Metlen Energy & Metals S.A. ("Metlen S.A." together with its subsidiaries, the "Group") (the "Share Exchange Offer") in exchange for ordinary shares and the admission to listing of such ordinary shares to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange"). A copy of the Prospectus will be available for inspection from the Company's registered office at 19th Floor, 51 Lime Street London EC3M 7DQ and on the Company's website at www.metlengroup.com/share-exchange, subject to certain access restrictions.
26 June 2025
Metlen Energy & Metals PLC
Announcement of Publication of Prospectus in Connection with London Listing
Further to the announcement of the Share Exchange Offer published by the Company on 26 June 2025, the Company confirms that the Prospectus has been approved by the FCA and has been published. The Prospectus is in respect of the application for admission to listing of ordinary shares with a nominal value of €11.00 (the "Ordinary Shares") to the equity shares (commercial companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange in connection with the Share Exchange Offer being undertaken by the Company for all ordinary shares in Metlen Energy & Metals S.A.
Details of the Share Exchange Offer are set out in the Prospectus, a copy of which is available on the Company's website at www.metlengroup.com/share-exchange, subject to certain access restrictions. Hard copies will be available during normal business hours at the Company's registered office. The Prospectus has also been submitted to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
It is expected that Admission will become effective and that unconditional dealings will commence at 8:00 a.m. (UK time) on 4 August 2025.
Citigroup Global Markets Limited ("Citi") and Morgan Stanley & Co. International plc ("Morgan Stanley", and together with Citi, the "Joint Sponsors") are acting as sponsor under the UK Listing Rules in relation to Admission.
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Tel. +30 210-6877346 | Fax +30 210-6877400 | E-mail: [email protected]
IMPORTANT LEGAL INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This announcement does not purport to give legal, tax or financial advice. Nothing contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.
This announcement is not for publication or distribution, directly or indirectly, in or into United States, Australia, New Zealand, Canada, Japan, Kuwait, the United Arab Emirates. This announcement is not an offer of securities for sale into the United States, Australia, New Zealand, Canada, Japan, Kuwait, the United Arab Emirates. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (the " EEA ") (each a "Relevant Member State"), who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended ("Qualified Investors") and an offer is not being made in any other Relevant Member State. This announcement is being made to the public in the Relevant Member States in reliance of the following conditions on which an offer of Ordinary Shares to the public at any time can be made in the EEA: (i) to any legal entity which is a Qualified Investor; (ii) to fewer than 150 natural or legal persons (other than Qualified Investors), subject to obtaining the prior consent of the Company for any such offer; or (iii) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation, provided that no such offer of Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or of a supplement to a prospectus pursuant to Article 23 of the EU Prospectus Regulation. For the purposes of the provisions above, the expression an "offer to the public" in relation to the Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the securities to be offered so as to enable an investor to decide to accept the Share Exchange Offer and the Ordinary Shares.
In the United Kingdom, this announcement is (i) being made only to, and is directly only at any legal entity which is a "qualified investors" within the meaning of Article 2(e) of the UK version of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (a "Qualified Investor"); (ii) being made only to, and is directly only at being made only to, and is directly only at fewer than 150 natural or legal persons (other than Qualified Investors), subject to obtaining the prior consent of the Company for any such offer; or (iii) in any other circumstances falling within section 86 of FSMA, provided that no offer of Ordinary Shares shall require the Company to publish a prospectus pursuant to section 85 of FSMA or a supplement to a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For these purposes of this provision, the expression "offer to the public" in relation to any Ordinary Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the Share Exchange Offer and the Ordinary Shares to be offered so as to enable an investor to decide to accept the Share Exchange Offer and the Ordinary Shares.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Group's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur or the Company's or the Group's actual results, performance or achievements might be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements.
The Company may decide not to go ahead with completion of the Share Exchange Offer and there is therefore no guarantee that Admission will occur.
Nothing contained herein constitutes or should be construed as (i) investment, tax, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.
This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Sponsors or by any of their respective affiliates, directors, officers, employees, advisers or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Save as required by law, each of the Company, the Joint Sponsors, or any of such person's affiliates or their respective directors, officers, employees, agents or advisers expressly disclaims any obligation or undertaking to update, review or revise any information contained in this announcement whether as a result of new information, future developments or otherwise. Neither the Company nor any of its parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, nor the Joint Sponsors, or any of such persons' respective partners, directors, officers, employees, agents, affiliates, advisers or agents is under an obligation to update, revise or keep current the information contained in this announcement and the information in this announcement is subject to change without notice.
Each of the Joint Sponsors are acting exclusively for the Company and for no one else in connection with the matters set out in the announcement and will not regard any other person (whether or not a recipient of this announcement or otherwise) as a client in relation to such matters. Each of the Joint Sponsors are authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA. Apart from the responsibilities and liabilities, if any, imposed on the Joint Sponsors by FSMA or the regulatory regime established thereunder, the Joint Sponsors accept no responsibility or liability whatsoever for the contents of this announcement, or for any other statement made or purported to be made in it, in connection with the Company, its Ordinary Shares, the Prospectus or this announcement. The Joint Sponsors accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the Prospectus, this announcement or any such statement.
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