TIDMHMA1
RNS Number : 9529A
HIRO Metaverse Acquisitions I S.A.
08 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.
8 February 2022
Hiro Metaverse Acquisitions I S.A. (the "Company")
Exercise of Put Option, Overfunding Shares Subscription and
updated Warrants Ex Date
Further to the announcement on 2 February 2022 relating to the
Placing, the Company announces that Citigroup Global Markets
Limited, acting as stabilising manager, gave notice on 7 February
2022 of its non-exercise of the put option granted by the Company
(the "Put Option"). The stabilisation period that commenced on 2
February 2022 has now ended and no further stabilisation will be
carried out. The final offering proceeds received by the Company
will be GBP115,000,000.
In addition and as disclosed in the Company's prospectus dated 2
February 2022, (the "Prospectus") Hiro Sponsor I LLP will subscribe
for a further 34,500 Shares cum Rights at a price of GBP10.00 per
Share cum Rights (the "Overfunding Shares Subscription") on or
around 8 February 2022. Giving effect to the non-exercise of the
Put Option and the Overfunding Shares Subscription, the total
number of Shares cum Rights in issue will be 11,845,000.
Including the 2,8750,000 unlisted class B ordinary shares with
no par value held by Hiro Sponsor I LLP (the "Sponsor Shares")
issued by the Company, the total number of voting rights in the
Company following the Overfunding Subscription will be 14,720,000.
This figure for the total number of voting rights may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the UK Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Luke Alvarez, Chief Executive Officer of HMAI, said:
"We are pleased to have raised the full GBP115 million which
reflects the strong investor interest in London in the gaming and
metaverse technologies sector. We are also delighted to welcome to
the Board Jurgen Post, Emily Greer and Addie Pinkster, who bring a
wealth of gaming and investment experience. With HMAI now live and
trading, our focus is now firmly on actively seeking a
high-quality, late-stage target that will benefit from the deep
industry experience and extensive networks of our board and
leadership team."
Confirmation of Public Warrants Ex Date
The Company further confirms, as disclosed in the Prospectus,
that it intends to accelerate the proposed issue and admission of
the Public Warrants as follows:
Warrants Ex Date 22 February
.............................................................................................. 2022
6.00 p.m.
Warrants Record Date on 23 February
..................................................................................... 2022
8.00 a.m.
Warrants Admission Date on 24 February
............................................................................... 2022
Prior to the Warrants Ex Date, each Public Share is cum rights
in respect of one-half (1/2) of a Public Warrant. Following the
Warrants Ex Date, the Public Shares no longer give any right to
(part of) a Public Warrant, and following the Admission in respect
of the Public Warrants on the Warrants Admission Date, the Public
Shares and Public Warrants will trade separately.
Public Shareholders 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.
On the Warrants Admission Date, the total share capital in the
Company admitted to trading is expected to be 11,845,000 Public
Shares and 5,922,500 Public Warrants.
For further information please contact:
For investor enquiries
Citigroup Global Markets Limited - Sole Global Coordinator
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 Acquisitions I S.A.
Hiro Metaverse Acquisitions I S.A. (the "Company" or "Hiro
Metaverse") is a special purpose acquisition company incorporated
under the laws of the Grand Duchy of Luxembourg ("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 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 the 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 issued on 2 February 2022 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 be available from the Company's registered office
and its website hma1.hiro.capital, subject to access restrictions.
Any purchase of any securities in the proposed Placing should be
made solely on the basis of information contained in the
Prospectus
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 are
set out in the Prospectus. 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 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 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 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.
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
circumstances, 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.
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END
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