REG - HIRO Metaverse - Exercise of Option, Subscription & Warrants

Hiro Metaverse Acquisitions I SAAnnouncement

08/02/2022 07:00

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RNS Number : 9529A  HIRO Metaverse Acquisitions I S.A.  08 February 2022

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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
£115,000,000.

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 £10.00 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 £115 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                                                                                            22 February 2022
 Date ..............................................................................................
 Warrants Record                                                                                        6.00 p.m. on 23 February 2022
 Date .....................................................................................
 Warrants Admission                                                                                     8.00 a.m. on 24 February 2022
 Date ...............................................................................

 

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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