REG - HIRO Metaverse Acqns - Initial Public Offering ("IPO") of Hiro Metaverse

Hiro Metaverse Acquisitions I SAAnnouncement

02/02/2022 08:05

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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 £10.00 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 £115 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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