Metlen Energy & Metals is spinning off its concessions and public-private partnership (PPP) division and transferring it to a wholly owned subsidiary, the Greek energy and metals group announced on Monday.
The division will move into M Concessions Single-Member S.A., a company Metlen owns 100 percent, as part of what the group called an organizational restructuring aimed at gradually consolidating its infrastructure activities into a single corporate structure.
What the Deal Covers
According to the announcement, the transaction includes the entirety of the activity linked to concession and PPP projects. That covers stakes in project companies, contractual rights and obligations, participation in pending tenders, personnel and equipment, and all related tangible, intangible and financial assets and liabilities.
Metlen said that once the split is completed, the group's concession and PPP activities will be unified under M Concessions, with the stated goal of creating a stronger, autonomous infrastructure business unit, capturing synergies and economies of scale, and strengthening financial flexibility and operational focus.
Metlen Energy & Metals, formerly known as Mytilineos, is a Greek industrial group listed on the Athens Stock Exchange with operations spanning energy, metallurgy and infrastructure projects, including concessions and PPP schemes.
Share Capital Increase
As part of the transaction, M Concessions' share capital will increase by 105.064 million euros, an amount corresponding to the net book value of the division being transferred, plus 0.83 euros added for rounding purposes.
The increase will be carried out through the issuance of 105,064,218 new common registered shares, each with a nominal value of 1 euro, all of which will be subscribed in full by Metlen.
Legal Process and Timeline
The demerger agreement plan was approved by Metlen's Board of Directors on August 7, 2026, and was filed with the General Commercial Registry (GEMI) on August 24, 2026, under registration code 6149926.
The accounting statement date for the division being contributed was set as December 31, 2025. The demerger is being carried out under articles 57 paragraph 2 and 59 to 73 of law 4601/2019, the applicable tax provisions of articles 47 to 59 of law 5162/2024, and general commercial legislation.
Metlen said it had commissioned the certified auditing firm Compass Certified Auditors and Business Consultants I.K.E. to prepare a valuation report on the assets of the division being transferred. That report has also been filed with GEMI.
Effects of the Demerger
Metlen said that once the split is completed, M Concessions will become the universal successor to the entirety of the transferred assets, as recorded in the accounting statement of the division as of December 31, 2025, and as it will stand by the day the demerger is finalized.
All transactions relating to the division carried out between January 1, 2026 and the completion of the demerger will be treated, for accounting and tax purposes, as having been conducted on behalf of Metlen, with any resulting profits or losses accruing exclusively to the parent company until completion.
Completion of the demerger is subject to the legally required approvals, including that of Metlen's General Meeting of Shareholders, which is expected to take place by September 30, 2026, along with any other necessary approvals. Once finalized, the group's concession and PPP activities will be consolidated under M Concessions, forming an autonomous infrastructure business unit intended to strengthen operational focus, efficiency and future growth.
