FT梳理Metlen与Egnatia及高管关联交易披露复杂性

An odyssey through Metlen’s interconnected solar empire
Metlen Energy & Metals has grown its profile since we first wrote about it in May. All sorts of market participants have taken stabs at understanding the uncommonly complicated FTSE 100-listed Greek industrial conglomerate.
The picture from their coverage stays consistent throughout: Metlen marries stable businesses like domestic aluminium smelting and retail power supply with the financing of much riskier international engineering projects. Rapid expansion of the latter business in recent years meant taking on debt by the heap, and has wrapped the corporate structure in layers of complexity.
The big unanswered question is: why? Why did Evangelos Mytilineos, Metlen’s multi-millionaire septuagenarian executive chair and biggest shareholder, at the end of last decade pivot the family business towards funky jam-tomorrow project financing?
One way to approach the question is to follow the money. And at least some of the money has benefited this chap, Nikos Papapetrou:
According to his Linkedin profile, Papapetrou has been in charge of Metlen’s renewables development division since 2019 and has worked for the company since 2015. We’ll explain more in a moment.
The Papapetrou family company, Egnatia, is one of Metlen’s key partners. Founded in 1989, Egnatia is a privately owned telecoms and construction projects provider that’s headquartered in Greece and has operations “in more than eight countries”, according to its website. Nikos Papapetrou owns a stake in Egnatia.
Asked about this overlap, Metlen told us by email that it “strongly disagree[s] with your characterisations” that Nikos Papapetrou had benefited personally from its commercial relationships with Egnatia.
What’s incontestable is that Papapetrou is an important figure at Metlen. The company warned shortly after its London float in 2025 that the construction division, M Power Projects, had taken a bath on problem contracts. Rebuilding confidence since the warning has been a management priority — so when Papapetrou spent more than €2mn on Metlen shares over four days in late May, the vote of confidence helped lift the stock price to a four-month high.
UK regulatory filings show that Papapetrou bought Metlen shares through a Cyprus-registered vehicle called Gioralex Holdings Limited. Regulatory filings in Cyprus show the same company owns a third of Egnatia’s parent, EGN Holding Limited.
Trying to map the interconnections between Metlen and the Papapetrou family gets very complicated. The stylised schematic below is based on public corporate filing. While incomplete, it might help a reader understand what follows:
Click here to enlarge. The box below, which you’re very welcome to skip, provides our sources.
To save you a lot of searching and €65 download fees, here are Cyprus registry filings that show EGN Holding’s shareholders, as well as the ownerships by the relevant Papapetrou family member identified in the above chart for EGNPP (100 per cent), EGNIP (100 per cent) and Gioralex (99.99 per cent). EGN Holding is identified as Egnatia’s parent company in Egnatia’s 2024 accounts (the most recent) that were filed with the Greek regulator.
Note also that before 2024, Metlen was known as Mytilineos. We’re using the new name throughout this post in an attempt to make things slightly less confusing.
Metlen told Alphaville that it has complied with its “legal or regulatory obligations” and does not comment on matters relating to third-party entities. It added:
The Company maintains robust conflict-check procedures, based on management declarations and reviews of publicly available information, including corporate filings, to identify any potential conflicts of interest and ensure compliance with its governance framework and relevant policies.
Egnatia did not respond to our requests to comment. Metlen did not respond to our requests for Nikos Papapetrou to comment in a personal capacity.
OK! With that out of the way, let’s start at the bottom right of the map.
Metka EGN began as a joint venture between Metlen and Egnatia. Announced in 2015, the newly established venture was advertised as combining Egnatia’s expertise in solar farm development with Metlen’s engineering, procurement and construction subsidiary, Metka. Nikos Papapetrou was appointed as its CEO.
Metlen then bought Egnatia’s stake in the JV in 2020 for an initial payment of €26mn. Papapetrou was made general manager of the division, which Metlen renamed Renewables & Storage Development (RSD).
Greek registration filings show that Papapetrou stepped down as Egnatia’s vice-president in 2020, and last year formally left the management board after 23 years with the group. Metlen said that Papapetrou had resigned from his management position with Egnatia Group prior to joining Metlen.
It was not a clean break, however.
As part of the Metka EGN buyout, Metlen also gave Egnatia an earnout payable in 2025 that was based on performance targets. The terms and value of the earnout have never been publicly disclosed, though public filings show an apparent valuation mismatch of approximately €80mn between seller and buyer.
The only public information we’ve seen that acknowledges the existence of an earnout comes in the Companies House filings of a company called EGN Projects. And that was only after they were corrected.
EGN Projects is a UK-registered vehicle that’s wholly owned by EGN Holding, Egnatia’s parent company. Until 2020 it had been owned directly by the Papapetrou family. Nikos Papapetrou remains its only registered director.
EGN Projects’ 2021 accounts put a value on the Metka EGN earnout at slightly over £90mn (ca. €105mn):
Meanwhile, Metlen’s 2021 annual report shows consolidated liabilities for the RSD division at just over €24mn:
Why the mismatch? Having asked Metlen, we’re still not sure. Metlen did not treat the purchase as a related-party transaction, and has not broken out the details in its financial statements, so official disclosure around the transaction has been slight.
The earnout agreement came to light because EGN Projects wrongly filed skeleton accounts as a micro-company in 2020 and 2021, so it was required to appoint an auditor and file again.
The auditor’s report on EGN Projects’ restated 2021 accounts, published in 2024, says Metlen didn’t provide the information it needed to validate the earnout’s reported value. Metlen was also behind on the expected payments, the auditor said. Its disclaimer is reproduced below, with our emphasis:
EGN Projects’ annual filings for 2022 and 2023 received identical disclaimed audit opinions. The auditor’s report on the year-end 2024 filing adds that Metlen paid EGN Projects €25mn after the year-end, and that there remained “significant uncertainty” around whether any of the outstanding amount would be paid.
Metlen says:
At the time the agreement for the acquisition of the remaining interest in Metlen EGN was entered into in 2019, Mr Papapetrou was not a related party to the Company and the transaction did not fall within the scope of related-party transactions under the applicable rules and regulations. Accordingly, there was no requirement for it to be disclosed as a related party transaction. [ . . . ]
Given that Metlen already exercised control over Metka EGN prior to the transaction, no separate disclosure of the detailed contractual terms, including the earn-out arrangement, was required. The transaction did not give rise to any separate disclosure obligation under the applicable legal and regulatory framework.
The five-year earnout liability was included in the cash flow statement under ‘acquisitions of subsidiaries’, Metlen told us. Asked why Metlen didn’t provide the documents requested by EGN Projects’ auditor, the company said it is not in a position to comment on the audit procedures, findings or reporting decisions of third-party auditors.
We’re not sure what to make of all this. At the very least, it’s odd. The events described would tend to suggest a communications breakdown between the boss of Metlen’s RSD division and EGN Projects’ only director — even though they’re the same person.
There is no suggestion here of wrongdoing by any party. But, as is often the case with Metlen, a bit more timely disclosure would have been helpful.
Metlen and Egnatia hooked up again in 2021, with the former buying from the latter a portfolio of solar and energy storage projects for €56mn.
Nikos Papapetrou was involved on both sides of the deal, as a director at the buyer and a shareholder of the seller. But, again, the statement on Metlen’s website doesn’t disclose it as a related-party transaction. Neither do its subsequent English-language annual reports.
Asked about disclosure, Metlen directed us to Greece’s company registry and a Greek-language filing dated January 31 2022 that identifies Egnatia as a related party to Metlen. The same statement also includes an independent fairness opinion for the assets bought.
Metlen told us:
[A]ll required related-party transaction approvals and disclosure formalities were completed in accordance with the applicable legal and regulatory framework, including the relevant filings and announcements to the competent authorities and the Athens Exchange.
Estimating whether €56mn was a fair price for some Greek solar projects is well outside our expertise. What we can note is that post-purchase, development appears not to have gone to plan.
Metlen said in 2021 that the purchased assets had 1.48GW of potential capacity and construction would be completed by the end of 2023. Metlen’s annual report for the 2023 year-end says it was still working on the first leg of construction, with a target of delivering just 135MW of capacity. By the 2025 year-end, Metlen was reporting 704MW of renewables capacity under construction in Greece, with 484MW online.
Metlen told us:
A substantial part of the portfolio has either been completed or is operational. Any remaining elements relate primarily to permitting and licensing processes involving the relevant public authorities. Progress on these projects is therefore dependent on the completion of the applicable regulatory approvals, after which implementation proceeds accordingly, as is typically the case with such projects.
We could go on. We’ve not mentioned Metlen’s purchase of Egnatia Real Estate Exploitation in 2023, nor its purchase of Egnatia Ergo Energy in 2024. We’ve not mentioned Metlen’s 2023 corporate restructuring that rebranded RSD as M-Renewables, nor its 2025 restructuring that bundled the division together with the engineering and construction unit to create M-Reset.
Piecing together the full picture from English- and Greek-language corporate filings for subsidiaries and connected companies across multiple jurisdictions would take more time than we have available. How investors cope with it all is a separate question.
Metlen added by email:
Management is required to act in the interests of the Company and within the applicable legal, regulatory and governance framework. This is precisely the framework within which Metlen operates.
The acquisition of the remaining interest in Metka EGN was driven by strategic considerations and undertaken in accordance with all applicable legal and governance requirements. As is customary in M&A transactions, management continuity was an important consideration for the continued growth and development of the business. All transactions involving Egnatia Group entities were conducted at arm’s-length terms, at market values, and following the required corporate approvals and procedures.
Accordingly, Metlen unequivocally rejects the suggestion that its disclosures were incomplete or that any individual received an improper benefit from these transactions.
Further reading:
— Metlen was London’s biggest new listing of 2025. What exactly is it?
— What makes a joint venture? For Metlen, it’s complicated