REG - HIRO Metaverse - Cancellation and Redemption of Shares

Hiro Metaverse Acquisitions I SAAnnouncement

09/01/2024 07:00

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RNS Number : 0028Z  HIRO Metaverse Acquisitions I S.A.  09 January 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS IS AN ANNOUNCEMENT AND
NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY
SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS
OR PROSPECTIVE INVESTORS SHOULD NOT MAKE INVESTMENT DECISIONS ON THE BASIS OF
ITS CONTENTS.

FOR IMMEDIATE RELEASE.

9 January 2024

Hiro Metaverse Acquisitions I S.A.

Notice of Cancellation of Listing of Public Shares and Public Warrants

Redemption of Public Shares

Hiro Metaverse Acquisitions I S.A. (LSE: HMA1 in respect of the Public Shares
and LSE:HM1W in respect of the Public Warrants) ("HMA1" or the "Company"), a
special purpose acquisition company, announces that, given the continuing
market conditions, it has concluded that it will not be possible for it to
complete a business combination before expiry of its business combination
deadline on 7 February 2024.

Therefore, in accordance with its Articles, HMA1 intends to cancel the listing
of its Public Shares and Public Warrants and redeem all Public Shares on 8
February 2024.

Cancellation of Listing

In accordance with Listing Rule 5.2.8R, the Company hereby gives notice of its
intention to cancel the listing of its Public Shares and its Public Warrants
on the standard segment of the Official List of the FCA and the admission to
trading of its Public Shares and its Public Warrants on the LSE's main market
for listed securities. Pursuant to Listing Rule 5.2.8R, the Company is
required to give at least twenty business days' notice of the intended
cancellation of listing of its Public Shares and its Public Warrants.
Accordingly such cancellation is expected to occur by no later than 8 February
2024.

Redemption Process

In accordance with the Articles, the Company will, on or as soon as possible
following 8 February 2024 (the "Redemption Date"), redeem the Public Shares
(other than in respect of Public Shares held by the Sponsor) at a per-share
price, payable in cash, of approximately £10.72 per Public Share (being
approximately equal to the aggregate amount on deposit in the Escrow Account
as at the date of this announcement, including interest earned on the funds
held in the Escrow Account (less taxes payable and £100,000 to pay
cancellation and liquidation expenses), divided by the number of outstanding
Public Shares as at the date of this announcement).

Redemption will completely extinguish Public Shareholders' rights as
Shareholders, subject to the Company's obligations under Luxembourg law to
provide for claims of creditors and in all cases subject to the other
requirements of applicable law and regulation.

No action is required to be taken by Public Shareholders at this time. Public
Shareholders who hold Public Shares as at close of business (6:00 p.m.) on the
business day prior to the Redemption Date (the "Redemption Record Time") shall
have their Public Shares automatically redeemed and payment in respect of such
Public Shares will be made by HMA1's depositary, Link Market Services Limited,
on or as soon as practicable following the Redemption Date.

Public Warrants

There are no redemption rights with respect to the Public Warrants, which will
lapse without value on expiry of the business combination deadline.

 EVENT                                                                          EXPECTED TIMETABLE
 Redemption Record Date                                                         6:00 p.m. on 7 February 2024
 Expected date for settlement of redemption monies through CREST or other form  8 February 2024
 of payment (the "Redemption Date")
 Cancellation of listing of Public Shares and Public Warrants                   8 February 2024

* All references to time in this announcement are to London time.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Appendix.

The information contained in this announcement is deemed by HMA1 to constitute
inside information for the purposes of Article 7 of the UK Market Abuse
Regulation. By the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to be in the
public domain. The person responsible for arranging for the release of this
announcement on behalf of HMA1 is Luke Alvarez, Executive Director.

The LEI of HMA1 is 222100X27S5HMALJTB53.

 

Appendix

Definitions

 "Articles"                the Articles of Association of the Company as in force at the time of this
                           announcement;
 "Board"                   the board of Directors of the Company;
 "Business Combination"    a business combination between HMA1 and a target company;
 "Company" or "HMA1"       Hiro Metaverse Acquisitions I S.A., a company incorporated in Luxembourg;
 "CREST"                   the relevant system (as defined in the Uncertificated Securities Regulations
                           2001 (SI 2001/3755)) in respect of which Euroclear UK & International
                           Limited is the Operator (as defined in the Regulations);
 "Redemption Date"         8 February 2024;
 "Directors"               the directors of the Company;
 "Escrow Account"          the escrow account opened by the Company's Escrow Subsidiary with Citibank,
                           N.A., London Branch;
 "Escrow Subsidiary"       HMA1 (Escrow) Limited, a wholly-owned subsidiary of the Company incorporated
                           in England & Wales;
 "Ordinary Shares"         the Sponsor Shares and the Public Shares;
 "IPO Prospectus"          the Company's IPO prospectus dated 2 February 2022;
 "Public Shareholders"     the holders of Public Shares;
 "Public Shares"           the Class A Ordinary Shares of the Company;
 "Public Warrants"         the warrants in respect of Public Shares issued to holders of Public Shares;
 "Redemption Record Time"  6:00 p.m. on 7 February 2024;
 "Shareholder"             a holder of Ordinary Shares, including a holder of Public Shares and a holder
                           of Sponsor Shares;
 "Sponsor"                 Hiro Sponsor I LLP, a limited liability partnership incorporated in England
                           and Wales, with registration number OC439442 and whose registered office is at
                           18th Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF; and
 "Sponsor Shares"          the Class B Ordinary Shares of the Company initially held by the Sponsor as
                           set out in the IPO Prospectus.

 

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