REG - Citigroup Global Mkt HIRO Metaverse Acqns - HMA1 - Stabilisation Notice

Hiro Metaverse Acquisitions I SAAnnouncement

02/02/2022 08:10

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RNS Number : 3942A  Citigroup Global Markets Limited  02 February 2022

Pre-stabilisation notice

 

2 February 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

 

Hiro Metaverse Acquisitions I S.A.

Pre-Stabilisation Notice

Citigroup Global Markets Limited (Contact: Mihir Unadkat +44 20 7986 2175)
hereby gives notice that the Stabilising Manager named below and its
affiliates may stabilise the offer of the following securities in accordance
with Commission Delegated Regulation EU/2016/1052 under the Market Abuse
Regulation (EU/596/2014), in each case as it forms part of retained EU law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), and the rules
of the Financial Conduct Authority.

 The securities:
 Issuer:                                                       Hiro Metaverse Acquisitions I S.A. (the "Company")
 Securities:                                                   Class A ordinary shares with no par value cum rights to receive one-half (½)
                                                               of one warrant ("Shares Cum Rights")
 ISIN:                                                         LU2420558889
 Offering size:                                                11,500,000 Shares Cum Rights (subject to a reduction to 10,350,000 Shares Cum
                                                               Rights if the Put Option (defined below) is fully exercised)
 Description:                                                  Initial Public Offering of Shares Cum Rights
 Offer price:                                                  £10.00 per Share Cum Right
 Associated securities:                                        There are no associated instruments that are subject to stabilisation
 Stabilisation:
 Stabilising manager:                                          Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary
                                                               Wharf, London E14 5LB, United Kingdom
 Stabilisation period expected to start on:                    2 February 2022 (approximately 08.00 a.m. (London time))
 Stabilisation period expected to end no later than:           4 March 2022 (close of business), being the date which is 30 calendar days
                                                               from the beginning of the stabilisation period
 Existence, maximum size and conditions of use of put option:  The Stabilising Manager may acquire to the extent permitted in accordance with
                                                               applicable law, up to 1,150,000 Shares Cum Rights (representing a maximum of
                                                               10.00% of the total number of Shares Cum Rights comprised in the offer).
 Stabilisation trading venue:                                  London Stock Exchange plc, Over-The-Counter (OTC) and other order book venues
                                                               e.g. Turquoise, BATS and Chi-X
 Put Option:
 Terms:                                                        In connection with the Offer, the Stabilising Manager or any of its agents may
                                                               (but will be under no obligation to), to the extent permitted by applicable
                                                               law and for stabilisation purposes, acquire up to 1,150,000 Shares Cum Rights
                                                               comprising approximately up to 10.00% of the total number of 11,500,000 Shares
                                                               Cum Rights forming part of the Offer to facilitate other stabilisation
                                                               transactions, if any, with a view to supporting the market price of the Shares
                                                               Cum Rights at a higher level than that which might otherwise prevail in the
                                                               open market.

                                                               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 Share Cum Rights. In no event will measures be
                                                               taken to stabilise the market price of the Share Cum Rights above the Offer
                                                               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 Offer.

                                                               The acquisition of the Shares cum Rights by the Stabilisation Manager in the
                                                               course of the stabilisation transactions will result in the repurchase of such
                                                               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 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). Any Shares cum Rights so
                                                               purchased by the Company pursuant to the Put Option will be held by the
                                                               Company in treasury for cancellation. If the Put Option is exercised in full
                                                               by the Stabilisation Manager, the total number of Shares cum Rights offered in
                                                               the Offer will be 10,350,000 Shares cum Rights.

                                                               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 Shares Cum Rights 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.
 Duration:                                                     The Put Option may be exercised in full or in part at any time during the
                                                               stabilisation period.

 

This announcement is for information purposes only and does not constitute
investment advice or an invitation or offer to underwrite, subscribe for or
otherwise acquire or dispose of any securities of the Company in any
jurisdiction in which such an offer or solicitation is unlawful. 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 announcement is addressed to and directed at 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 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: (i) in
the United Kingdom, by persons who are not Relevant Persons; and (ii) in any
Member State by persons who are not Qualified Investors. Any investment
activity to which this announcement relates: (i) in the United Kingdom is
available only to, and may be engaged only with, Relevant Persons; and (ii) in
any Member State is available only to, and may be engaged only with, Qualified
Investors.

This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Japan, South Africa or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction. The
distribution of this announcement may be restricted by law in certain
jurisdictions 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

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for, or otherwise invest in, securities,
to any person in any jurisdiction, including the United States, Australia,
Canada, Japan or 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 United States Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction in the United States. The
securities may not be offered or sold in the United States, except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the 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 referred to herein in
the United States, Australia, Canada, Japan or South Africa. Subject to
certain exceptions, the securities referred to herein may not be offered or
sold in Australia, Canada, Japan or South Africa or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada, Japan or
South Africa

 

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