TIDMHMA1
RNS Number : 3929A
HIRO Metaverse Acquisitions I S.A.
02 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority (the "FCA") or otherwise and it is not an offer
of securities for sale, nor a solicitation of an offer to acquire,
or a recommendation to sell or buy, securities in any jurisdiction,
including in or into the United States, Australia, Canada, Japan,
South Africa or any other jurisdiction where the extension or
availability of the transaction (and any other transaction
contemplated thereby) would breach any applicable law or
regulation.
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. Investors should not
subscribe for or purchase any securities referred to in this
announcement except solely on the basis of the information
contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, that is expected to be published
by Hiro Metaverse Acquisitions I S.A ("Hiro Metaverse" or the
"Company"), on 2 February 2022 in connection with the placing of
Units (as defined below) of the Company and the proposed admission
to listing of the Public Shares and the Public Warrants (each as
defined below) to the standard listing segment of the Official List
of the FCA and to trading on the main market for listed securities
of the London Stock Exchange plc (the "London Stock Exchange")
(together, "Admission"). A copy of the Prospectus will, following
publication, be available for inspection from the Company's
registered office at 17, Boulevard F.W. Raiffeisen, L-2411,
Luxembourg, Grand Duchy of Luxembourg, and on the Company's website
at hma1.hiro.capital, subject to certain access restrictions.
2 February 2022
Initial Public Offering ("IPO") of Hiro Metaverse
Hiro Metaverse, a special purpose acquisition company
incorporated under the laws of the Grand Duchy of Luxembourg as a
public limited liability company (société anonyme), is pleased to
announce its successful IPO on the main market of the London Stock
Exchange by way of a placing of units (the "Units" or "Share cum
Rights") comprising one Public Share and the right to receive one
half (1/2) of one Public Warrant (the "Placing").
The Placing consists of the issuance of 11,500,000 Units
(subject to reduction to 10,350,000 Units if the Put Option (as
defined below) is exercised in full) at a price of GBP10.00 per
Unit (the "Placing Price") comprising 11,500,000 Class A ordinary
shares in the Company (the "Public Shares"), and 5,750,000 public
warrants in respect of Public Shares (the "Public Warrants").
Based on the Placing Price, the Company will raise approximately
GBP115 million in the Placing at the commencement of conditional
dealings on the main market of the London Stock Exchange.
The Placing will enable the Company to pursue its objective of
completing a business combination with a business operating in the
sectors of video games, esports, interactive streaming, GenZ social
networks, connected fitness & wellness and metaverse
technologies with principal business operations in the United
Kingdom, Europe or Israel, although it may pursue an acquisition
opportunity in any industry or sector or region (the "Business
Combination").
Conditional dealings in respect of the Public Shares are
expected to commence at 8.00 a.m. on 2 February 2022 under the
ticker symbol "HMA1". It is expected that admission to a Standard
Listing on the Official List of the FCA will become effective and
unconditional dealings in the Public Shares on the London Stock
Exchange's main market for listed securities will commence at 8.00
a.m. on 7 February 2022.
It is expected that all Public Warrants will be admitted to the
standard listing segment of the Official List of the FCA and to
London Stock Exchange's main market for listed securities on 9
March 2022.
Citigroup Global Markets Limited ("Citigroup") are acting as
Sole Global Coordinator and Bookrunner.
For further information please contact:
For investor enquiries
Citigroup Global Markets Limited - Sole Global Coordinator &
Bookrunner
Giacomo Ciampolini
Sumit Guha
Chuba Ezenwa
+44 20 7986 4000
For media enquiries
Brunswick Group - Financial PR Adviser
Sarah West
Diana Vaughton
+44 020 7404 5959
hiro@brunswickgroup.com
About Hiro Metaverse
Hiro Metaverse is a special purpose acquisition company
incorporated under the laws of the Grand Duchy of Luxembourg as a
public limited liability company (société anonyme).
The Company intends to focus on targets operating in the sectors
of video games, esports, interactive streaming, GenZ social
networks, connected fitness & wellness and metaverse
technologies (which have a combined market size in excess of US$350
billion) with principal business operations in the U.K., Europe or
Israel, although it may pursue an acquisition opportunity in any
industry or sector or region.
1. Important Notices
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, has been approved by
Citigroup Global Markets Limited ("Citigroup") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
The information contained in this announcement is for background
purposes only and does not purport to be full or complete, nor does
this announcement constitute or form part of any invitation or
inducement to engage in investment activity. No reliance may be
placed by any person for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness. The
contents of this announcement are not to be construed as legal,
financial or tax advice.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy or subscribe for, securities to
any person in any jurisdiction including the United States,
Australia, Canada, Japan, South Africa or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or with any securities regulatory authority
of any state or other jurisdiction in the United States, and may
not be offered, sold, transferred or delivered, directly or
indirectly, in or into the United States absent registration under
the U.S. Securities Act or an exemption from, or in a transaction
not subject to, the registration requirements of the U.S.
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States. There
will be no public offer of securities in the United States. Subject
to certain exceptions, the securities referred to herein may not be
offered or sold in Canada, Australia, Japan, South Africa or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. The offer and sale of the securities referred to herein
has not been and will not be registered under the U.S. Securities
Act, under the securities legislation of any state or territory or
jurisdiction of the United States or under the applicable
securities laws of Australia, Canada, Japan or South Africa.
These securities are being offered and sold outside the United
States in offshore transactions in reliance on, Regulation S under
the U.S. Securities Act ("Regulation S") and within the United
States to persons reasonably believed to be qualified institutional
buyers ("QIBs") as defined in Rule 144A under the U.S. Securities
Act ("Rule 144A") pursuant to Rule 144A or another exemption from
registration under the U.S. Securities Act. Prospective purchasers
in the United States are hereby notified that the sellers of the
Shares cum Rights, Public Shares and Public Warrants may be relying
on the exemption from the registration provisions of Section 5 of
the U.S. Securities Act provided by Rule 144A.
This announcement does not constitute or form part of, and
should not be construed as, an offer to sell or issue, or a
solicitation of any offer to buy or subscribe for, any securities,
nor should it or any part of it form the basis of, or be relied on
in connection with, any contract or commitment whatsoever. This
announcement is an advertisement and not a prospectus. Investors
should not subscribe for or purchase any securities referred to in
this announcement except on the basis of information in the
Prospectus to be issued in due course by the Company in connection
with the admission of the Public Shares and the Public Warrants to
the Official List of the FCA and to trading on the London Stock
Exchange plc's main market for listed securities. Copies of the
Prospectus will, following publication, be available from the
Company's registered office and its website hma1.hiro.capital. Any
purchase of any securities in the proposed Placing should be made
solely on the basis of information contained in the Prospectus
which may be issued by the Company in connection with the Placing
and Admission. The information in this announcement is subject to
change. Before purchasing any securities in the Placing, persons
viewing this announcement should ensure that they fully understand
and accept the risks which will be set out in the Prospectus if
published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. In the event of any discrepancy between this
announcement and the Prospectus, the Prospectus will prevail. The
information contained in this announcement is for background
purposes only. It is not the purpose of this announcement to
provide, and you may not rely on this announcement as providing, a
complete and comprehensive analysis of the Company's financial or
commercial position or prospects, and the distribution of this
announcement shall not be deemed to be any form of commitment on
the part of the Company to proceed with the Placing or any
transaction or arrangement referred to herein.
This announcement and the Placing are addressed to and directed
at only persons who:
(a) if in Member States of the European Economic Area ("Member
States"), are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended)
("Qualified Investors"); and
(b) if in the United Kingdom, are "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as
amended) as it forms part of retained EU law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA") who are also:
(i) persons who have professional experience in matters relating
to investments falling within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); or
(ii) high net worth bodies corporate, unincorporated
associations and partnerships or the trustees of high value trusts
falling within Article 49(2)(a) to (d) of the Order; or
(iii) are other persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (b) being "Relevant
Persons").
This announcement must not be acted or relied on:
(A) in the United Kingdom, by persons who are not Relevant Persons; and
(B) in any Member State by persons who are not Qualified
Investors. The Placing and any investment activity to which this
announcement relates:
(1) in the United Kingdom is available only to, and may be
engaged only with, Relevant Persons; and
(2) in any Member State is available only to, and may be engaged
only with, Qualified Investors.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission. Securities to which this
announcement relates may expose an investor to a significant risk
of losing the entire amount invested. Persons considering an
investment in such securities should consult an authorised person
specialising in advising on such securities. This announcement does
not constitute a recommendation concerning the Placing. The value
of securities can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Placing for the person concerned. Past performance is not a guide
to future performance.
The Placing and the distribution of this announcement and other
information in connection with the Placing in certain jurisdictions
may be restricted by law and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Citigroup has been appointed as Sole Global Coordinator and
Bookrunner in connection with the Placing. Citigroup is authorised
in the United Kingdom by the Prudential Regulation Authority
("PRA") and regulated by the PRA and the FCA. Citigroup is acting
exclusively for Hiro Metaverse and no one else in connection with
the Placing and Admission and will not be responsible or liable to
anyone other than Hiro Metaverse for providing the protections
afforded to their respective clients or for providing advice in
relation to the Placing and Admission and / or any transaction,
arrangements or other matters referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Citigroup by the Financial Services and Markets
Act 2000 or the regulatory regime established thereunder,
Citigroup, their respective affiliates and any person acting on
their behalf accepts no responsibility whatsoever for the contents
of this announcement, including its accuracy, completeness or
verification. Citigroup, and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this announcement or its contents
otherwise arising in connection herewith.
In connection with the Placing, Citigroup, in its capacity as
Stabilisation Manager (the "Stabilisation Manager") or any of its
agents, may (but will be under no obligation to), for stabilisation
purposes, acquire up to 1,150,000 Shares cum Rights (the "Option
Shares cum Rights"), comprising approximately up to 10.00% of the
aggregate number of 11,500,000 Shares cum Rights sold in the
Placing, during a period of 30 calendar days commencing on the date
of the commencement of conditional dealings of the Units on the
London Stock Exchange with a view to supporting the market price of
the Public Shares at a level higher than that which might otherwise
prevail in the open market. The acquisition of the Option Shares
cum Rights by the Stabilisation Manager in the course of the
stabilisation transactions will result in the repurchase of such
Option Shares cum Rights by the Company pursuant to the exercise by
the Stabilisation Manager, on behalf of the Sole Global
Coordinator, of a put option that has been granted by the Company
to the Stabilisation Manager (the "Put Option"). The Put Option is
exercisable in full or in part within 30 calendar days commencing
on the date of the commencement of conditional dealings of the
Units on the London Stock Exchange. Any Option Shares cum Rights so
purchased by the Company pursuant to the Put Option will be held by
the Company in treasury for cancellation.
Stabilisation transactions may be effected on any securities
market, over--the--counter market, stock exchange (including the
London Stock Exchange) or otherwise and may be undertaken at any
time during the period commencing on the date of the commencement
of conditional dealings in the Public Shares on the London Stock
Exchange and ending no later than 30 calendar days thereafter
(being no later than 4 March 2022). However, there will be no
obligation on the Stabilisation Manager to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilisation, if commenced,
may be discontinued at any time without prior notice and must be
discontinued within 30 calendar days after the commencement of
conditional dealings in the Public Shares. In no event will
measures be taken to stabilise the market price of the Public
Shares above the Placing Price. Except as required by law or
regulation, neither the Stabilisation Manager nor any of its agents
intends to disclose the extent of any stabilisation transactions
conducted in relation to the Placing.
The Company and the Stabilisation Manager do not make any
representation or prediction as to the direction or the magnitude
of any effect that the transactions described above may have on the
price of the Public Shares or any other securities of the Company.
In addition, the Company and the Stabilisation Manager do not make
any representation that the Stabilisation Manager will engage in
these transactions or that these transactions, once commenced, will
not be discontinued without notice.
This announcement may contain forward--looking statements. The
forward--looking statements include, but are not limited to,
statements regarding the Company's or its directors' ("Directors")
expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statement that refers to projections,
forecasts or other characterisations of future events or
circumstance including any underlying assumptions, is a
forward--looking statement. The words "anticipate" "believe",
"continue", "could", "estimate", "expect", "intend", "may",
"might", "plan", "possible", "potential", "predict", "project",
"seek", "should", "forecasts", "endeavours", "targets", "would" and
similar expressions, or in each case their negatives, may identify
forward--looking statements, but the absence of these words does
not mean that a statement is not forward--looking.
Forward--looking statements include all matters that are not
historical facts. Forward--looking statements are based on the
current expectations and assumptions regarding the Business
Combination, the business, the economy and other future conditions
of the Company. Because forward--looking statements relate to the
future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict. Forward--looking statements are not
guarantees of future performance and the Company's actual financial
condition, actual results of operations and cash flows, and the
development of the industry(ies) in which it operates or will
operate, may differ materially from those made in or suggested by
the forward--looking statements contained in this announcement. In
addition, even if the Company's financial condition, results of
operations and cash flows, and the development of the industry(ies)
in which it operates or will operate, are consistent with the
forward--looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods.
Any forward--looking statement made by the Company or Citigroup
in this announcement applies only as of the date of this
announcement and is expressly qualified in its entirety by these
cautionary statements. Factors or events that could cause the
Company's actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them.
Except as required by laws and regulations, the Company, the
Directors and Citigroup expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward--looking statements contained in this announcement to
reflect any change in its expectations or any change in events,
conditions or circumstances on which any forward--looking statement
contained in this announcement is based. Accordingly, investors or
potential investors should not place undue reliance on these
forward-looking statements. In particular, but without prejudice to
the generality of the above, no representation or warranty is
given, and no responsibility or liability is accepted, either as to
the achievement or reasonableness of any future projections,
forecasts, estimates or statements as to any prospects or future
returns contained or referred to in this announcement or in
relation to the basis or assumptions underlying such projections or
forecasts.
2. Information to Distributors
Solely for the purposes of the product governance requirements
contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II");
(b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II;
(c) local implementing measures; and
(d) in respect of firms which are subject to the requirements of
the FCA's Handbook and the Product Intervention and Product
Governance Sourcebook, the relevant provisions of MiFID II as it
forms part of UK domestic law by virtue of the EUWA ("UK MiFID II")
(limbs (a) - (d) together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the securities subject to
the Placing have been subject to a product approval process, which
has determined that such securities are:
(i) compatible with an end target market of investors who meet
the criteria of professional clients and eligible counterparties,
each as defined in MiFID II and UK MiFID II; and
(ii) eligible for distribution through all distribution channels
to eligible counterparties and professional clients as are
permitted by MiFID II and UK MiFID II (the "Target Market
Assessment").
Any person subsequently offering, selling or recommending the
securities (a "distributor") should take into consideration the
manufacturer's Target Market Assessment; however, a distributor
subject to MiFID II Product Governance Requirements is responsible
for undertaking its own target market assessment in respect of the
Public Shares and Public Warrants (by either adopting or refining
the manufacturer's Target Market Assessment) and determining
appropriate distribution channels.
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the securities may decline and
investors could lose all or part of their investment; the
securities offer no guaranteed income and no capital protection;
and an investment in the securities is suitable only for investors
who:
(a) do not need a guaranteed income or capital protection;
(b) (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment; and
(c) have sufficient resources to be able to bear any losses that
may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. For the
avoidance of doubt, the Target Market Assessment does not
constitute:
(i) an assessment of suitability or appropriateness for the
purposes of MiFID II or UK MiFID II; or
(ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to, the securities.
3. Warrants Admission
From 6.00 p.m. on the business day prior to the 33rd calendar
day after conditional dealings in the Public Shares have commenced
(currently expected to be 7 March 2022) (the "Warrants Ex Date"),
the Public Shares in the Company are with (cum) rights in respect
rights in respect of one-half of a Public Warrant. The Public
Warrants will not be issued until the 35th calendar day after
conditional dealings in the Public Shares have commenced or on such
earlier date after Shares Admission as may be communicated by the
Company via a regulatory information service with at least ten
trading days' notice following any exercise of the Put Option (the
"Warrants Admission Date"). Following the Warrants Ex Date, the
Public Shares no longer give any right to (part of) a Public
Warrant and the Public Shares and Public Warrants will trade
separately from the Warrants Admission Date.
Public Shareholders as at 6.00 p.m. on the 34th calendar day
after conditional dealings in the Public Shares have commenced or
on such earlier date after Shares Admission as may be communicated
by the Company via a regulatory information service with at least
ten trading days' notice following any exercise of the Put Option,
being the trading day immediately prior to the Warrants Admission
Date (currently expected to be 8 March 2022) (the "Warrants Record
Date"), will be entitled to automatically receive at 8.00 a.m. on
the Warrants Admission Date one-half of a Public Warrant for each
Public Share held at 6.00 p.m. on the Warrants Record Date. Only
Public Shareholders as at 6.00 p.m. on the Warrants Record Date
will be entitled to automatically receive the Public Warrants and,
accordingly, any person who disposes of their Public Shares prior
to the Warrants Record Date or acquires their Public Shares after
the Warrants Record Date will have no automatic right to receive
any Public Warrants.
Unless the parties agree otherwise, a buyer of Public Shares
assumes the benefit of the (part of) a Public Warrant when trading
ahead of the Warrants Ex Date and the selling party would need to
pass the benefit on to the buyer if the seller is still the
recorded owner at the Warrants Record Date. Likewise a seller of
Public Shares retains the benefit of the (part of) a Public Warrant
if execution takes place on the Warrants Ex Date or later.
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