Concessions & PPP Business Sector Spin-Off

Metlen Energy & Metals PLC

24 August 2026

 

Announcement - Approval of the Draft Demerger Agreement for the Demerger and Contribution of Metlen Energy & Metals Single-Member S.A.'s Concessions and Public-Private Partnership (PPP) Business Sector, to its 100% Subsidiary "M CONCESSIONS SINGLE-MEMBER S.A."

Metlen Energy & Metals announces that Metlen Energy & Metals Single-Member S.A. (the "Company") is demerging and contributing its business, activities, assets, liabilities, rights and obligations relating to concession and PPP projects, including participations in project companies, contractual rights and obligations, ongoing tender participations, personnel, equipment and all related tangible, intangible and financial assets and liabilities (the "Concessions and Public-Private Partnership (PPP) Business Sector") to its 100% subsidiary "M CONCESSIONS SINGLE-MEMBER S.A.".

The proposed demerger by way of a spin-off, will facilitate the progressive consolidation of the Group's infrastructure activities within a dedicated corporate platform, enabling greater operational focus, the realization of synergies and economies of scale, enhanced financial flexibility and the creation of a stronger growth platform for the Concessions and Public-Private Partnership (PPP) Business Sector.

The Draft Demerger Agreement of the Company has been approved by its Board of Directors' meeting held on 07.08.2026, regarding the demerger and contribution of the Company's Concessions and Public-Private Partnership (PPP) Business Sector, to its 100% subsidiary, "M CONCESSIONS SINGLE-MEMBER S.A." (the "Beneficiary"), in accordance with articles 57 par.2 and 59-73 of Law 4601/2019, the applicable tax provisions of articles 47-59 of Law 5162/2024, and commercial legislation in general.

The Draft Demerger Agreement has been registered with and published in the General Commercial Registry (G.E.MI.) on 24.08.2026 under Registration Number 6149926.

The date of preparation of the accounting statement of the contributed Concessions and Public-Private Partnership (PPP) Business Sector was set as of 31 December 2025. All transactions relating to the Concessions and Public-Private Partnership (PPP) Business Sector carried out between 1 January 2026 and the completion of the demerger shall, for accounting and tax purposes, be treated as transactions of the Company, and any resulting profits or losses shall accrue exclusively to the Company.

Furthermore, in accordance with the aforementioned decision, the certified auditors' firm "COMPASS Certified Auditors and Business Consultants P.C." has been   appointed to prepare the valuation report of the assets of the contributed Concessions and Public-Private Partnership (PPP) Business Sector, which has been registered with and published in the General Commercial Registry (G.E.MI.) as well.

Upon completion of the demerger, the following effects shall occur:

1.  The Beneficiary shall become the universal successor to the entirety of the transferred assets, rights, obligations and legal relationships comprising the contributed Concessions and Public-Private Partnership (PPP) Business Sector, as reflected in the accounting statement of the contributed Concessions and Public-Private Partnership (PPP) Business Sector as of 31.12.2025 and as subsequently adjusted until the completion date of the demerger.

2.  The share capital of the Beneficiary shall be increased by the net asset value of the contributed Concessions and Public-Private (PPP) Business Sector together with a cash contribution for an amount of eighty three Euro cents (€0,83) for rounding up purposes, i.e. by the total amount of one hundred five million sixty-four thousand two hundred eighteen euros (€105.064.218) through the issuance of one hundred five million sixty-four thousand two hundred eighteen (105.064.218) new ordinary registered shares, each having a nominal value of one euro (€1.00), all of which shall be assumed in full by the Company.

The completion of the Demerger shall be subject to obtaining the approvals required by law by the General Assembly of Shareholders of the Company, which is expected to take place by 30.09.2026 and all other necessary approvals. Upon completion, the Group's concessions and PPP activities will be consolidated under M Concessions, creating a dedicated infrastructure platform aimed at enhancing operational focus, efficiency and future growth.

This announcement is issued in compliance with Article 4.1.1 of the Euronext Athens Rules.

 

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