DISCLAIMER – IMPORTANT
ELECTRONIC VERSIONS OF THE INFORMATION CIRCULAR, THE CONTENTS OF WHICH WERE APPROVED BY THE HELLENIC CAPITAL MARKET COMMISSION BY VIRTUE OF THE DECISION OF ITS BOARD OF DIRECTORS, DATED 26.06.2025, IN ACCORDANCE WITH ARTICLE 11, PARAGRAPH 4 OF GREEK LAW 3461/2006 (THE “INFORMATION CIRCULAR”) IN RELATION TO THE VOLUNTARY SHARE EXCHANGE OFFER OF METLEN ENERGY & METALS PLC (THE “OFFEROR”) TO ACQUIRE ALL ORDINARY REGISTERED SHARES OF METLEN ENERGY & METALS S.A. (THE “COMPANY SHARES”), IN ACCORDANCE WITH GREEK LAW 3461/2006 AGAINST DELIVERY OF NEW ORDINARY REGISTERED SHARES OF THE OFFEROR (THE “OFFEROR SHARES”) (THE “TENDER OFFER”) YOU ARE SEEKING TO ACCESS IS BEING MADE AVAILABLE ON THIS WEBSITE BY NATIONAL BANK OF GREECE S.A. AS ADVISOR TO THE OFFEROR (THE “ADVISOR") IN GOOD FAITH AND IS FOR INFORMATION PURPOSES ONLY.
THE INFORMATION CIRCULAR IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE UNITED KINGDOM, THE UNITED STATES, OR ANY OTHER JURISDICTION WITHIN WHICH, UNDER ITS LAWS, THE EXTENSION OF AVAILABILITY OF THE INFORMATION CIRCULAR IS ILLEGAL OR INFRINGES ANY APPLICABLE LEGISLATION, RULE OR REGULATION, OR REQUIRES A PRIOR SPECIAL APPROVAL, OR THE REGISTRATION OF THE INFORMATION CIRCULAR IN THE RESPECTIVE JURISDICTION (EACH SUCH JURISDICTION, AN “EXCLUDED TERRITORY”).
IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access the Information Circular on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of the Information Circular.
Excluded Territories persons
These Materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any Excluded Territory.
Viewing the information in the Information Circular in an Excluded Territory may be restricted and such information is not for release, publication or distribution, in whole or in part, directly or indirectly, in such jurisdiction.
In some of the Excluded Territories only certain categories of persons may be allowed to view the Information Circular, namely:
Australia
This Information Circular is not a disclosure document for the purposes of Australia’s Corporations Act 2001 (Cth) (Corporations Act) and has not been lodged with the Australian Securities and Investments Commission. If you receive this Information Circular in Australia, you confirm and warrant that you are an existing shareholder of the Company and that you are a sophisticated investor, professional investor, or other investor for whom disclosure is not required under Part 6D.2 of the Corporations Act (an “Existing Sophisticated Investor”).
Canada
The Offeror Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (the “Permitted Clients”). Any resale of the Offeror Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Japan
The Offeror Shares have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") in reliance upon the exemption from the registration requirements since the offering constitutes the private placement to qualified institutional investors only as provided for in "i" of Article 2, Paragraph 3, Item 2 of the FIEA (the “Qualified Institutional Investors”). A transferor of the Offeror Shares shall not transfer or resell them except where a transferee is a qualified institutional investor under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended).
United Arab Emirates ("UAE")
This Information Circular is only made available to a limited number of "Professional Investors" within the meaning of the SCA’s Board of Directors Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as amended (the “Professional Investors”).
By receiving this Information Circular, the person or entity to whom it has been issued understands, acknowledges and agrees that it has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority ("DFSA"), the Financial Services Regulatory Authority of Abu Dhabi ("FSRA") or any other relevant regulatory or licensing authorities in the UAE, nor has the originator, or any other related party received authorization or licensing from the UAE Central Bank, the UAE Securities and Commodities Authority, the DFSA, the FSRA, or any other authorities in the UAE.
This Information Circular does not constitute a public offer of Offeror Shares in the UAE in accordance with the UAE SCA Chairman of the Board Resolution No. (11/R.M) of 2016 On the Regulations for Issuing and Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021 on Commercial Companies, or otherwise
United Kingdom
This Information Circular is not for distribution in the United Kingdom in the context of the Tender Offer prior to the publication of a prospectus in relation to the Offeror Shares which is approved by the FCA, except that Offeror Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation), subject to obtaining the prior consent of the Advisor for any such offer; or (c) in any other circumstances falling within Section 86 of the FSMA. provided that no such offer shall require the Offeror or any Advisor to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Offeror Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Offeror Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Offeror Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
In addition, in the United Kingdom, the materials are being distributed only to, and are directed only at, "qualified investors" within the meaning of Article 2(e) of the UK version of the UK Prospectus Regulation who are also (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (c) other persons to whom they may otherwise lawfully be communicated (all such persons referred to in (a), (b) and (c) together being referred to as "Relevant Persons"). Any investment or investment activity to which the materials relate is available only to Relevant Persons in the United Kingdom and will only be engaged with such persons.
United States
The Information Circular is not for distribution in the United States and does not constitute an offer to sell or to acquire any securities in the United States. No Offeror Shares may 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 U.S. Securities Act of 1933, as amended. The Tender Offer is being made by the Offeror only to (i) holders of the Company Shares located outside of the United States and (ii) holders of Company Shares located within the United States that are Qualified Institutional Buyers (as defined in Rule 144A under the U.S. Securities Act of 1933), on the terms and conditions set out herein (“QUIBS”).
Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Offeror). Further, it does not constitute a recommendation by the Offeror or any other party to sell or buy securities in the Offeror.
Unless otherwise determined by the Offeror and permitted by applicable law and regulation, copies of the Information Memorandum are not being, and must not be, released or otherwise forwarded, distributed or sent in or into any Excluded Territory.
If you are not permitted to view the Information Memorandum or are in any doubt as to whether you are permitted to view the Information Memorandum, please exit this webpage.
Persons who access the Information Memorandum (including custodians, nominees and trustees) must not copy, mail, forward, distribute or send any of the Information Memorandum to any other person at any time.
By proceeding, you agree to comply with the terms set out above and confirm that you are a resident of the country you identified earlier who is accessing this website from within that country, and you additionally represent, warrant and agree that:
1. You are:
- you are not resident in or located in Australia, or you are an Existing Sophisticated Investor, as defined above; or
- you are not resident in or located in Canada, or you are a Permitted Client, as defined above; or
- you are not resident in or located in Japan, or you are a Qualified Institutional Investor; or
- you are not resident in or located in the United Arab Emirates, or you are a Professional Investor, as defined above; or
- you are not resident in or located in the United Kingdom, or you are a Relevant Person, as defined above; or
- you are not located in the United States or you are a QIB, as defined above; or
- you are not resident in or located in any other Excluded Territory.
2. You will not print, download, or otherwise seek to copy, mail, forward, distribute or send the Information Memorandum to any other person at any time; and
3. You intend to access the Information Memorandum for information purposes only.