METKA Intention to Float on Euronext Athens
Summary by AI BETAClose X
METLEN Energy & Metals PLC
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
This announcement is not a prospectus and not an offer of securities in any jurisdiction.
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. Any offer to acquire shares pursuant to the proposed offering will be made, and any investor should make his investment decision, solely on the basis of the information that is contained in the prospectus for the Greek Public Offering (the “Prospectus”) or the offering circular for the Institutional Offering (the “Offering Circular”), as applicable, to be published by METKA S.A. Group of Companies in due course should the transaction proceed.
METKA Announces its Intention to Float
on the Regulated Market of Euronext Athens
- METKA S.A. Group of Companies (“METKA” or the “Company” and, together with its subsidiaries, the “Group”) is an integrated infrastructure platform in Greece. The Company is an indirect, wholly owned subsidiary of METLEN Energy & Metals PLC (“Metlen” and, together with its subsidiaries, the “Metlen Group”), whose shares are listed on the London Stock Exchange and Euronext Athens, and a direct, wholly owned subsidiary of METLEN Energy & Metals Single Member S.A. (“Metlen S.A.”). The Metlen Group is active across energy, metals and infrastructure with a presence in 48 countries across five continents. The Group integrates capabilities across construction (through its subsidiary, METKA ATE), Public Private Partnerships (“PPPs” or “PPP”) and concessions (through its subsidiary, M Concessions) and facility management (through its subsidiary, UNISON Facility Services S.A. (“UNISON”)), spanning the full infrastructure lifecycle.
- On a special purpose combined basis, the Group’s revenue increased from €364 million for the financial year ended December 31, 2024 to €869 million for the twelve months ended June 30, 2026 (the “LTM June 2026”), calculated by adding the figures for the financial year ended December 31, 2025 and the six months ended June 30, 2026 and subtracting the figures for the six months ended June 30, 2025, with EBITDA of €158 million (representing an 18.2% EBITDA margin). As at June 30, 2026, the Group had a construction backlog of approximately €2.1 billion and Adjusted Net Cash of €166 million.
- The proposed initial offering is expected to comprise new shares in METKA and a secondary offering of existing shares by Metlen S.A. (also hereinafter referred to as the “Selling Shareholder”). The Company’s net proceeds are intended primarily to fund new PPPs and concessions investments.
Athens, Greece: 11 November 2026 – METKA, the dedicated infrastructure platform of Metlen in Greece, today announces its intention to proceed with an initial public offering of its ordinary shares (the “IPO”) and to apply for admission of all its shares to trading on Euronext Athens.
The Group was formed in 2026 as part of the broader strategic plan of the Metlen Group for the reorganization of its construction, concessions and PPP sectors. METKA brings together Metlen’s infrastructure activities in a single, integrated platform. Through its three wholly owned operating subsidiaries – METKA ATE (which conducts the Group’s construction operations), M Concessions (which conducts the Group’s PPPs and concession activities) and UNISON (which provides facility management services) – the Group participates across the full lifecycle of infrastructure projects, from origination, design and financing through construction to operation and maintenance. The Group is one of only four infrastructure groups in Greece whose construction company, METKA ATE, holds the highest (seventh-class) contractor’s certification in Greece and which also have a growing portfolio of PPPs and concessions.
Key Investment Highlights
Positioned to capture a multi-year infrastructure investment cycle in Greece and Southeastern Europe. Greece’s cumulative infrastructure investment gap relative to the European average is estimated at approximately €83 billion since 2012[1]. Investment across transport, social, water and environmental infrastructure is supported by substantial EU and national funding[2], including approximately €6 billion of additional road and rail investment expected over 2027–2030 and a national water strategy of approximately €3.4 billion. In Southeastern Europe, Romania, Serbia, Croatia, Bulgaria and North Macedonia together benefit from approximately €54 billion of EU Cohesion Policy and Growth Plan allocations and more than €35 billion of cumulative EBRD investment[3], which the Group intends to address selectively through a project-led, partnership-driven approach drawing on the Metlen Group’s regional presence.
Integrated platform capturing value across the full project lifecycle. METKA ATE delivers complex public and private transport, building, social and environmental projects; M Concessions develops, finances and operates PPPs and concession projects; and UNISON, with nearly 50 years of operating history in the Greek market, provides technical, operation and maintenance and support services to a diversified, blue-chip customer base. The Group’s construction capabilities enable M Concessions to bid competitively for PPPs and concession projects with a meaningful construction component while retaining construction margins within the Group. PPP projects generate construction mandates and UNISON provides operation and maintenance services for Group-built assets. METKA ATE’s scalable, subcontractor-led operating model converts a significant proportion of fixed costs into variable costs and limits capital expenditure on equipment. The Group’s strategy is focused on disciplined value creation, with emphasis on optimizing profitability and risk-adjusted returns across the project portfolio and supporting the sustainable, long-term development of the business.
Established market position and proven track record in complex infrastructure. METKA is one of Greece’s four leading infrastructure platforms, distinguished by strong engineering expertise, experience across complex infrastructure sectors and a proven track record of delivery. Almost 100% of the Group’s projects have been completed within the agreed timetable (including agreed extensions or client-related delays) and within budget. Landmark projects include the Kiato–Rododafni railway line, the Aktio–Amvrakia motorway, the restoration of approximately 40 km of the Athens–Thessaloniki railway line following storms Daniel and Elias delivered within 15 months, and the 414-room, five-star IKOS Kissamos resort in Crete, delivered within 24 months. Projects under execution include the Thessaloniki Ring Road–Flyover, the extension of Pier 6 at the Port of Thessaloniki, the Chalkida–Psachna Bypass, the Casino VORIA integrated resort and development works at The Ellinikon, while 7 of the 17 bioclimatic schools in Central Macedonia have been delivered ahead of or on schedule, with a further 3 expected to be delivered by 19 November.
Robust construction backlog and substantial project wallet supporting medium-term visibility. As at June 30, 2026, the Group’s construction backlog amounted to approximately €2.1 billion, up approximately 50% from approximately €1.4 billion as at December 31, 2024 and representing approximately 2.7 times the Group’s construction revenue for LTM June 2026. This total includes approximately €1.0 billion of projects at an advanced stage of contracting, of which approximately €200 million has been signed since July 1, 2026. The backlog spans heavy infrastructure (approximately 65%) and buildings (approximately 35%), and is diversified across PPPs and concessions (approximately 39%), private works (approximately 35%) and public works (approximately 26%). The Group estimates its construction project wallet, including PPP and concession-related opportunities, at approximately €13.5 billion and has achieved a historical average win rate of approximately 23% in construction tenders since 2023 and a historical average win rate of over 30% across its broader PPP tender universe, while targeting a win rate of approximately 20–25% going forward. The identified project wallet and established track record of winning projects support the replenishment of the Group’s backlog.
Availability-based PPPs and an agreed concession interest providing long-term cash flow visibility. Built from a standing start, the Group has assembled a young and diversified portfolio of PPP projects, comprising four signed projects – the Thessaloniki Ring Road–Flyover, the 17 Bioclimatic Schools, the Yperia–Orfana Irrigation Network and the Epirus Street Lighting project, which entered operation in July 2026 – and the University of Western Macedonia Student Halls project, for which the Group has been declared preferred bidder and the contract is expected to be signed by December 2026. The Group’s pro rata share of nominal availability payments is estimated at approximately €1.7 billion[4], with a weighted-average remaining operating period of approximately 26 years, and cumulative distributions to M Concessions over the respective service availability periods of its five-project PPP portfolio are expected to represent approximately 20% of total availability payments[5]. All PPP projects are remunerated through availability-based mechanisms, limiting exposure to demand risk. In addition, the Group has agreed to acquire a 24% interest in the VOAK concession for the Northern Road Axis of Crete, the largest motorway currently under construction in Europe[6], with a 30-year operating period starting from 2031, alongside a 30% participation in the construction joint venture. The Group has not yet formally entered the VOAK consortium; its participation remains subject to the completion of the transaction in accordance with the relevant transaction documentation. The PPPs and concessions portfolio developed by the Group in recent years enhances the resilience to cyclical fluctuations in the broader construction and infrastructure markets. The long-term, contractually underpinned cash flows generated by these projects contribute to greater predictability and stability in the Group’s financial performance.
High-growth, profitable and cash-generative business with a strong balance sheet. Revenue increased from €364 million for the financial year ended December 31, 2024 to €689 million for the financial year ended December 31, 2025 and €869 million for the LTM June 2026, while EBITDA[7] increased from €57 million (representing a 15.7% EBITDA margin) to €110 million (representing a 16.0% EBITDA margin) and €158 million (representing an 18.2% EBITDA margin), respectively. Construction EBITDA reached €148 million for the LTM June 2026,. Recent construction margins were elevated, driven by disciplined bidding focused on returns, targeting high-value and technically complex projects and are expected to normalize over time, while ensuring they still remain best-in-class. The capital-light construction model, with construction capital expenditure of €10 million in the LTM June 2026 and advance payments that help fund initial project costs, supported our construction operating cash flow of €111 million over the same period, alongside average construction operating cash conversion of approximately 84% over the financial years ended December 31, 2024 and 2025. As at June 30, 2026, Adjusted Net Cash[8] amounted to €166 million. As of the date of this announcement, all intercompany balances between METKA and Metlen Group that were outstanding as of June 30, 2026, have been settled.
Substantial project wallets and selective adjacent opportunities supporting the next phase of growth. The Group estimates its construction project wallet at approximately €13.5 billion across public works, private works and PPP and concession-related opportunities[9], and targets a win rate of approximately 20–25%, in line with its historical average win rates since 2023 of approximately 23.3% in construction tenders and 34% across its broader PPP tender universe, while maintaining disciplined project selection, pricing and execution. M Concessions is currently participating in 19 competitive PPP tender procedures with an aggregate net present value of availability payments of approximately €3.3 billion on a 100% project basis, including the new Anti-Cancer Hospital of Thessaloniki (approximately €351 million), the relocation of the Korydallos Prisons (approximately €451 million) and the “ANDREAS LENTAKIS” Government Park (approximately €421 million). Facility management provides additional opportunities to deepen participation in portfolio assets and grow the share of third-party mandates, including technical services, energy upgrades and integrated infrastructure O&M. Beyond its core activities, the Group also intends to pursue selective Greek real estate development and investment opportunities across residential, hospitality, housing and logistics, and a selective, project-led and partnership-driven expansion into Southeastern Europe, drawing on the Metlen Group’s regional presence, in each case subject to disciplined capital allocation.
Experienced management team with a demonstrated execution track record. The senior management team combines a long-standing presence within the Metlen Group with extensive experience across construction, concessions, project finance and contract risk, including experience gained at leading Greek and international infrastructure, construction and concession groups. The Group is supported by more than 1,000 employees and contractors (excluding UNISON), including approximately 500 engineers with an average of approximately 19 years of experience in infrastructure. Under this team, the construction backlog has grown from approximately €0.9 billion in 2023 to approximately €2.1 billion as at June 30, 2026, and a PPP portfolio comprising four signed projects and the University of Western Macedonia Student Halls project, for which the Group is preferred bidder and the contract has not yet been signed, has been originated from a zero base, together with an agreed interest in the VOAK concession, subject to the completion requirements described above.
Capital allocation, dividend policy and medium-term objectives
The Group’s capital allocation policy is designed to balance growth, shareholder returns and financial resilience. The Group intends to (i) reinvest operating cash flow in the platform, to support equity commitments in respect of secured and expected PPP and concession projects; (ii) use METKA’s net proceeds from the offering to enhance financial flexibility and pursue further growth in PPPs and concessions, as well as selected adjacent opportunities in real estate and Southeastern Europe, subject to stringent financial criteria; (iii) fund existing investment commitments of approximately €88 million across the secured PPPs and VOAK; (iv) maintain low leverage and a prudent Adjusted Net Cash position with most of the debt remaining non-recourse at project level; and (v) pursue a dividend policy targeting distributions of approximately 35% of profit after tax, in line with the dividend policy of Metlen, subject to applicable law, the availability of distributable profits and any applicable financing restrictions.
Over the medium term, the Group expects construction revenue growth to be driven primarily by the execution of its existing backlog, while targeting average annual backlog replenishment in excess of €1.0 billion. The timing and rate of conversion of backlog into revenue will depend on the execution schedules of individual projects. In addition, METKA targets a construction EBITDA margin in the low teens over the same period, remaining above the industry average. Construction capital expenditure is expected to amount to less than 2% of revenue and net working capital to 5–10% of revenue, subject to seasonal fluctuations. In PPPs and concessions, the identified pipeline of approximately €5.3 billion, comprising approximately €3.3 billion of live tenders and a further approximately €2.0 billion arising from a new wave of PPP opportunities, together with a further approximately €2.0 billion of potential motorway concession opportunities, is expected to support portfolio growth and diversification, with new PPP projects expected to exhibit weighted average returns and financing structures broadly consistent with those of the Group’s existing portfolio, with equity typically representing approximately 20%–25% and non-recourse project debt approximately 75%–80% of total funding requirements. In addition, the Group’s stake in the VOAK concession is expected to generate approximately €1.6 billion in revenues subject to traffic risk, of which approximately 42% is expected to be converted into equity distributions. In facility management, the Group targets double-digit revenue growth and an increase in EBITDA margin to the mid-to-high single digits.
Mr. Dinos Benroubi, Chief Executive Officer of METKA Group, said:
“METKA has been built around its people and their ability to deliver complex projects safely, on time and within budget. Our integrated platform brings together construction, PPPs and concessions, and facility management, allowing us to assess, design, finance, build, operate and maintain infrastructure as a single value-creation process. We intend to grow with the same focus on execution, profitability and disciplined project selection that has defined our progress to date.”
Mr. Evangelos Chrysafis, Chairman of the Board of Directors of METKA Group, said:
“Infrastructure markets are undergoing a structural transformation, as technical capability must increasingly be combined with investment capacity, financing expertise and disciplined risk management. METKA is well positioned for this new environment, with an integrated model that enables us to create value across the full lifecycle of an asset, while remaining highly selective in the projects and markets we pursue.”
Mr. Christos Gavalas, Group Chief Executive Officer of METLEN, said:
“METKA’s progress is a testament of the way we operate and our ability to turn strategy into measurable results. Clear accountability, faster decision-making and disciplined execution have created a platform that can scale while maintaining a relentless focus on delivery. Our priority is to keep raising the standard of execution and consistently deliver on our commitments.”
Mr. Evangelos Mytilineos, Executive Chairman of METLEN, added:
“METKA was created with the strength, experience and culture of excellence of METLEN behind it. The next stage of its development requires a distinct identity, clear accountability and the financial autonomy to assess investments on its own merits and be judged by its own results. This is not a separation from METLEN, but the natural evolution of the model we have followed for decades: build strong businesses, give them the freedom to grow and challenge them to prove how far they can go.”
Highlights of the proposed offering
The offering is expected to consist of (i) new ordinary shares to be issued by the Company through a share capital increase with abolition of the pre-emptive rights of its existing shareholders (the “New Shares”), expected to raise approximately €250 million and (ii) existing ordinary shares offered by the Selling Shareholder (the “Existing Shares” and, together with the New Shares, the “Offer Shares”). The Offer Shares will be offered through a public offering to retail and institutional investors in Greece (the “Greek Public Offering”) and a private placement to eligible institutional investors outside Greece, which is exempted from the requirement to publish a prospectus under the Prospectus Regulation (as defined below) and other applicable laws outside the United States, in compliance with Regulation S (the “Institutional Offering” and, together with the Greek Public Offering, the “Combined Offering”).
The Company intends to use its net proceeds from the issuance of the New Shares to support its infrastructure investment and growth strategy, with a primary focus on new PPPs and concessions investments, and to provide additional financial flexibility to pursue selected opportunities in adjacent activities such as real estate in Southeastern Europe, while preserving adequate liquidity for project execution. The Company will not receive any proceeds from the sale of Existing Shares, which will be received by the Selling Shareholder.
Following completion of the Combined Offering, Metlen is expected to retain an indirect majority shareholding in the Company. The Board of Directors comprises seven (7) members, four (4) of whom are independent non-executive directors, in accordance with Law 4706/2020.
Detailed information about the Combined Offering will be published in due course, following approval of the Prospectus.
Syndicate members & advisers
Morgan Stanley Europe SE, BNP PARIBAS and Citigroup are acting as Joint Global Coordinators in the Institutional Offering. AXIA, Euroxx Securities, Ambrosia Capital, Eurobank, National Bank of Greece and Piraeus Bank are acting as Joint Bookrunners in the Institutional Offering.
National Bank of Greece and Piraeus Bank are acting as Issue Advisors and as Joint Coordinators in connection with the Greek Public Offering. AXIA, Eurobank, CrediaPantelakis and Optima Bank are acting as Joint Coordinators in connection with the Greek Public Offering.
All the above institutions are collectively referred to as the “Managers”.
Souriadakis Tsibris and Seissoglou & Nicolaidis Law Firm are acting as joint Greek legal advisers and Milbank is acting as international legal adviser to the Company. Kyriakides Georgopoulos Law Firm is acting as Greek legal adviser and Latham & Watkins is acting as international legal adviser to the Managers.
About METKA
METKA is the dedicated infrastructure platform of the Metlen Group in Greece, active in construction, PPPs and concessions and facility management. The Company was incorporated on December 2, 2009 as a société anonyme under Greek law and has its registered office in Marousi, Attica. Following the Metlen Group’s 2026 corporate reorganization, the Company holds 100% of the share capital of METKA ATE, which conducts the Group’s construction activities and holds a seventh-class contractor’s certificate; M Concessions, which develops, finances and operates the Group’s PPP and concession projects; and UNISON, which provides integrated facility management services. The Group currently has 84 active construction projects across 96 sites in Greece.
Contact
METKA
Nikolaos Lattas
Investor Relations
Tel.: +30 210 3693200
Email: ir@metkagroup.gr
DISCLAIMER
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 document is an announcement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Prospectus prepared pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979 is subject to approval by the Hellenic Capital Market Commission and, once approved, will be published and made available to investors in connection with the Greek Public Offering and the admission of METKA’s shares to trading on the Regulated Market of Euronext Athens. Any purchase of securities in the proposed Combined Offering should be made solely on the basis of the information contained in the Prospectus (or the Offering Circular, as applicable) to be published in connection with the Combined Offering, which will include detailed information regarding the Company and the risks involved in investing in the Offer Shares.
The Group was formed as a result of a corporate reorganization comprising (a) the spin-off of the concessions and PPP business of Metlen S.A. and the contribution of such business to M Concessions S.A., (b) the partial demerger of METKA ATE by way of the contribution of the operating business of a wind power station with an installed capacity of 12 MW to a wholly owned subsidiary of Metlen S.A., and (c) the contribution in kind by Metlen S.A. to METKA of all of the issued and outstanding shares, representing 100% of the share capital, of each of METKA ATE, M Concessions S.A. and UNISON Facility Services S.A., in connection with the increase of METKA’s share capital (the “Re-Organization”). Prior to the Re-Organization, the Group did not exist in its current form. Accordingly, historical financial information reflecting the financial position, results of operations and cash flows of the Group on a consolidated basis during the periods presented is not available. The special purpose historical consolidated financial information of the Group for the periods presented has therefore been prepared to present the financial position, results of operations and cash flows of the entities comprising the Group on a consolidated basis, as if the Group had been in existence throughout the periods presented.
This document contains special purpose historical consolidated financial information of the Group as of and for the financial years ended December 31, 2025 and 2024, which have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) and have been audited by the Group’s independent auditors. This document also contains special purpose historical consolidated financial information of the Group as of and for the six months ended June 30, 2026 and June 30, 2025, which have been prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” and have been reviewed by the Group’s independent auditors.
This document also includes certain unaudited and unreviewed special purpose consolidated financial information for LTM June 2026, which has been calculated by adding the corresponding financial information for the year ended December 31, 2025 and the six months ended June 30, 2026 and subtracting the corresponding financial information for the six months ended June 30, 2025. This information has been prepared for illustrative purposes only and is not necessarily representative of the Group’s results of operations for any future period or its financial condition at any future date and should not be taken as indicative of the results that may be expected for the year ending December 31, 2026. Certain figures in this document have been rounded. Accordingly, totals may differ from the sum of the individual figures due to rounding.
Certain information contained in this document is based on management accounts, current financial statements and estimates of the Group and has not been audited or reviewed by the Group’s independent auditors. Recipients should not place reliance on this information.
In addition, this document presents certain key financial and operating measures, including EBITDA, EBITDA margin and Adjusted Net Cash, that are not defined under, or presented in accordance with, IFRS or any other generally accepted accounting principles. These measures are derived from the Group’s management information systems and are presented because similar measures are widely used in METKA’s industry as a means of evaluating operating performance and liquidity. These measures have limitations as analytical tools, may not be comparable to similarly titled measures used by other companies and are not measures defined under IFRS or other generally accepted accounting principles. Recipients should consider them only as supplemental information and not as alternatives to measures of financial performance or liquidity derived in accordance with IFRS.
This document also includes certain data regarding the Group’s operational performance, including key operational performance indicators such as Backlog, Backlog Coverage, availability payments, net present value (“NPV”) of availability payments, NPV of ongoing PPP tenders, project wallets, and historical and target win rates, which have not been audited or reviewed by independent accountants and are subject to change. In particular, the Group’s definition of Backlog may differ from that used by other companies engaged in similar activities, and Backlog may not be comparable to the backlog reported by such companies. Backlog as presented herein is derived from management estimates and is not part of the Group’s financial statements or financial accounting records. Backlog is not a measure defined under IFRS and is not calculated using financial information prepared in accordance with IFRS. Accordingly, Backlog should not be considered in isolation or as an alternative to performance measures or revenue calculated under IFRS. In addition, Backlog includes projects at an advanced stage of contracting that have not yet been signed, is subject to unexpected adjustments and project cancellations, and is therefore not necessarily indicative of the Group’s future revenue or results of operations. All backlog metrics presented in this document, including backlog coverage ratios, are illustrative indicators only and should not be construed as forecasts or guarantees of the timing, amount or certainty of future revenue or be used, whether individually or in combination, to derive or infer projected revenue for any future period.
Certain PPP and concession projects presented herein may not be completed on the terms described or at all. The Group may elect not to participate in a particular tender or, where it participates, may fail to be pre-selected, declared as preferred bidder or awarded the relevant project. Moreover, progression through the various stages of a tender process, from pre-selection through contract execution, is dependent on a number of factors, including factors beyond the Group’s control.
This document may include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “plans,” “targets,” “aims,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “continues,” “will,” “may,” “could,” “should” and similar expressions or the negatives of these expressions. These forward-looking statements reflect, at the time made, the Group’s beliefs, intentions and current targets and aims concerning, among other things, the Group’s results of operations, financial condition, liquidity, prospects, growth and strategies, including: objectives, goals, strategies, outlook and growth prospects (including, without limitation, the Group’s medium-term guidance); future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments in the Group’s markets; the impact of regulatory initiatives; and the strength of the Group’s competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this document are based on various assumptions, many of which are based, in turn, on further assumptions, including, without limitation, management’s examination of historical operating trends, data contained in the Group’s records and other data available from third parties. Although the Group believes that these assumptions were reasonable when made, they are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors that are difficult or impossible to predict and may be beyond the Group’s control. METKA has not defined the term “medium term” by reference to a specific financial year or period; accordingly, recipients should not interpret the Group’s medium-term guidance as relating to any particular financial year or period. Forward-looking statements are not guarantees of future performance, and such risks, uncertainties, contingencies and other important factors could cause the Group’s actual results of operations, financial condition and liquidity, or developments in its industry, to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no representation or warranty is made that any of these forward-looking statements will materialize or that any forecast result will be achieved, and no reliance should be placed on any forward-looking statement. Nothing in this document is intended to be, nor may be construed as, a profit forecast or an estimate of the future profitability of METKA, the Group or any of their affiliates. Each of the Company, the Selling Shareholder, the Managers and their respective affiliates, directors, officers, employees, advisers or agents expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement, whether as a result of new information, future developments or otherwise.
To the extent available, the industry, market and competitive position data contained in this document are drawn from official or third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Group believes that each of these publications, studies and surveys has been prepared by a reputable source, no member of the Group or any of its representatives has independently verified the data contained therein. Recipients should refer to such publications, studies and surveys for further information regarding any restrictions or limitations applicable to the data presented therein. In addition, certain industry, market and competitive position data contained in this document are drawn from the Group’s own internal research and estimates based on the knowledge and experience of the Group’s management in the markets in which the Group operates. While the Group believes that such research and estimates are reasonable, neither they nor their underlying methodology and assumptions have been independently verified for accuracy or completeness, and they are subject to change and correction without notice. Accordingly, reliance should not be placed on any industry, market or competitive position data contained in this document.
No decision has been made as to whether to proceed with any offering of securities or admission to trading of securities of METKA, and any such offering or admission remains subject to, among other things, market conditions and the receipt of applicable approvals. As of the date of this document, neither METKA nor the Selling Shareholder has authorized the making of any offer of securities through any financial intermediary. This document is not an offer of securities for sale in the United States. Neither METKA nor the Selling Shareholder expects or intends to register any securities under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or to conduct a public offering of any securities in the United States, and the securities of METKA or the Selling Shareholder have not been and will not be registered under the Securities Act and any such securities may not be offered or sold in the United States unless they are registered under the Securities Act or are exempt from registration under it. It may be unlawful to distribute this document in certain jurisdictions. Neither this document nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan or to any securities analyst or other person in any of those jurisdictions, and the information in this document does not constitute an offer of securities for sale in Canada, Japan or Australia. Any failure to comply with these restrictions may constitute a violation of United States, Canadian, Australian or Japanese securities laws. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction, and persons into whose possession this document comes should inform themselves about and observe any such restrictions.
This document is not a prospectus, and it has been prepared on the basis that any offer of securities of METKA in any member state of the European Economic Area (“EEA”) (each a “Relevant State”) will be made in each Relevant State in compliance with the Prospectus Regulation. In addition, this document has been prepared on the basis that any offer of securities in the United Kingdom (“UK”) will be made pursuant to an exemption under Part 1 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“UK POATR”) from the requirement to publish a prospectus, and any person making or intending to make any offer of securities in the UK may only do so in circumstances falling within Part 1 of Schedule 1 to the UK POATR. In the UK, this document is being directed only at persons who are “qualified investors” as defined in paragraph 15 of Schedule 1 to the UK POATR and who are also persons (i) 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, as amended (the “Order”), (ii) falling within Article 49(2)(a) to (d) of the Order, (iii) who are outside the UK, and/or (iv) to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons, and any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with such persons.
The date of listing may be influenced by things such as market conditions. There is no guarantee that listing will occur and you should not base your financial decisions on METKA’s intentions in relation to listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Combined Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Combined Offering for the person concerned.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Offer Shares.
No representation or warranty, express or implied, is made by any of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents as to the accuracy or completeness or verification of the information contained in this announcement (or whether any information has been omitted therefrom), and nothing contained herein is, or shall be relied upon as, a promise or representation by any of them in this respect, whether as to the past or future. The information in this announcement is subject to change. None of the Managers or any of their respective affiliates, directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for METKA and/or the Selling Shareholder and for no one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, nor for advising any such person on the contents of this announcement or in connection with any transaction or other matter referred to in this announcement.
In connection with the Combined Offering, the Managers and any of their affiliates may take up a portion of the shares in the Combined Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of METKA or related investments in connection with the Combined Offering. Accordingly, references in the Prospectus, once published, to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Managers and any of their affiliates acting in such capacity. In addition, the Managers and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Managers and any of their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Combined Offering may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Combined Offering will proceed and that the listing will occur.
[1] IOBE (Foundation for Economic & Industrial Research); cumulative shortfall in infrastructure investment relative to the European average since 2012.
[2] Including the National Development Programme (EPA) 2026–2030, which has a base budget of €13.5 billion, as well as other EU and national funding sources.
[3] European Commission (EU Cohesion Policy 2021–27 and EU Growth Plan 2024–27 allocations) and EBRD (cumulative investment to date) for Romania, Bulgaria, North Macedonia, Serbia and Croatia.
[4] Pro rata share of nominal availability payments over the respective service availability periods of the five-project PPP portfolio, including the University of Western Macedonia Student Halls project, for which contract award remains pending. Excludes the VOAK concession.
[5] The quantum and timing of these returns vary by project, reflecting differences in capital structure, debt amortization, tax position and distribution constraints, and should not be assumed to accrue evenly over the life of the PPP project.
[6] Company information.
[7] EBITDA and EBITDA margin are non-IFRS measures. The Group’s definitions may not be comparable to similarly titled measures used by other companies.
[8] Adjusted Net Cash is calculated as cash and cash equivalents plus restricted cash, less short-term recourse debt (principally relating to UNISON), and excludes non-recourse debt at the level of project entities. Adjusted Net Cash is not a measure defined under IFRS.
[9] Management estimates. The construction project and PPP tender wallet represent potential opportunities rather than secured contracts or expected revenue, are assessed on different bases and should not be added together. There can be no assurance that the identified opportunities will be tendered, pursued by or awarded to the Group. PPP amounts represent the estimated net present value of availability payments on a 100% project basis and do not represent the Group’s expected revenue, equity commitment or participation-adjusted investment value; tender participation does not assure contract awards.
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