REG - HIRO Metaverse - Result of Meeting

Hiro Metaverse Acquisitions I SAAnnouncement

05/05/2023 15:30

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RNS Number : 6294Y  HIRO Metaverse Acquisitions I S.A.  05 May 2023

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 CONSTITUTE 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.

5 May 2023

HIRO METAVERSE ACQUISITIONS I S.A.

Results of Extraordinary General Meeting in connection with the extension of
Business Combination Deadline

Availability of Redemption Rights

Hiro Metaverse Acquisitions I S.A. (LSE: HMAI) ("HMAI" or the "Company"), a
special purpose acquisition company formed to focus on a Business Combination
is pleased to announce that the Extension Resolution put to HMAI Shareholders
at the Company's Extraordinary General Meeting held today was duly passed.
This will allow the Company to extend the deadline by which it may seek a
business combination to 7 February 2024 (the "Business Combination
Extension").

Full details of the Extension Resolution are set out in the notice of the
Extraordinary General Meeting set out at the end of the Extension Circular.

Voting results at the Extension General Meeting

The table below sets out the results of the poll at the Extraordinary General
Meeting. Each HMAI Shareholder present (including in person or by proxy) was
entitled to receive one vote per Ordinary Share held at the Voting Record
Time.

The voting on the Extension Resolution was taken on a poll and the results
were as follows:

 Resolution                                                                Votes For**        Votes Against     Total Votes  Withheld Votes***
                                                                           Number     %*      Number   %*       Number       Number
 To approve amendments to the Articles to extend the Business Combination  7,033,836  89.54%  821,946  10.46%   7,855,782    6,864,218
 Deadline to 7 February 2024

 

* Rounded to two decimal places.

** Includes discretionary votes.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'for' or 'against' the Extension Resolution.

At the time of convening the Extraordinary General Meeting, the Company's
registered capital amounted to GBP 156,417.20 represented by 11,845,000 Public
shares (Class A ordinary shares) without nominal value and 2,875,000 Sponsor
shares (Class B ordinary shares) without nominal value.

Each share entitles its holder to one vote, so that the total number of
possible votes at the time of convening the Extraordinary General Meeting of
the Company was 14,720,000.

Availability of Redemption Rights

As explained in the Company's announcement on 3 April 2023, the amendment to
the Articles in connection with the Business Combination Extension requires
that the Company provide the holders of Public Shares (other than Hiro Sponsor
1 LLP (the "Sponsor") or a Director) with an opportunity to redeem their
Public Shares, in addition to the existing opportunities to redeem their
Public Shares at the time of a Business Combination or in the event that a
Business Combination is not consummated prior to the Business Combination
Deadline.

Accordingly, following the approval of the Business Combination Extension, the
Company is providing its Public Shareholders (other than the Sponsor or a
Director) with the opportunity to redeem all or a portion of their Public
Shares (in accordance with the provisions of the Articles).  Such holders of
Public Shares will have 15 days from 9 May 2023 to elect to redeem their
Public Shares.

This right of redemption applies whether or not a Public Shareholder voted in
favour of the Extension Resolution. Further, the redemption of the Public
Shares held by a Public Shareholder does not trigger the repurchase or
redemption of the Public Warrants held by such Public Shareholder (if any).
Accordingly, Public Shareholders whose Public Shares are redeemed by the
Company will retain all rights to any Public Warrants that they may hold at
the time of such redemption.

Public Shareholders who elect to redeem a portion of, or who do not redeem any
of, their Public Shares will continue have the right to redeem their remaining
Public Shares in accordance with the Articles, including upon a Business
Combination or in the event that a Business Combination is not consummated
prior to the new Business Combination Deadline of 7 February 2024.

In the event a Public Shareholder elects to redeem all or a portion of their
Public Shares, the price per-share, payable in cash, will equal approximately
£10.52 per Public Share (comprising £10.00 per Public Share representing the
amount subscribed for by Public Shareholders together with Public
Shareholders' pro rata entitlement to the Escrow Account Overfunding of £0.30
per Public Share and accrued interest, of approximately £0.22 per Public
Share), being the aggregate amount on deposit in the escrow account opened
with Citibank N.A. (the "Escrow Account") as at the date of this announcement
(less taxes payable) divided by the number of outstanding Public Shares
(excluding the Overfunding Shares) as at the date of this announcement,
subject always to such sums being available for distribution in accordance
with Articles 430-22 and 461-2 of the Luxembourg Company Law.

ACTIONS TO BE TAKEN IF A PUBLIC SHAREHOLDER WISHES TO REDEEM EARLY

In order for a valid redemption election to be made, Public Shareholders must
hold Public Shares as at close of business (6:00 p.m. BST) on 5 May 2023 (the
"Redemption Record Time").

Copies of the Redemption Notice will be available for download from the
Company's website from 9 May 2023. Redemption elections through CREST will
also be available from this date for holdings of Depositary Interests.

If a Public Shareholder wishes to redeem all or a portion of their Public
Shares early, they are required to submit their redemption election
electronically through CREST so as to be received by 1:00 p.m. on 24 May 2023
(the "Election Return Time"), being 15 days following the date of availability
of the Redemption Notices.

Public Shareholders who validly elect to redeem all or a portion of their
Public Shares on or before the Election Return Time shall have such Public
Shares redeemed and payment in respect of such Public Shares will be made by
the Depositary as soon as practicable following the Election Return Time
(expected to be no later than 2 June 2023).

Further details on how a Public Shareholder can make an election to redeem all
or a portion of their Public Shares are set out in Appendix 1 (Notes for
Making a Redemption Election) of this announcement. A Public Shareholder who
wishes to redeem all or a portion of their Public Shares is asked to read
these notes for detailed instructions.

If a Public Shareholder does not wish to redeem any of their Public Shares,
they do not need to return the Redemption Notice or submit a redemption
election through CREST or take any other action.

Any decision by a Public Shareholder to redeem all or a portion of their
Public Shares early should be based on independent financial, tax and legal
advice and a full consideration of the IPO Prospectus, this announcement, and
the risk factors set out in the Extension Circular.

If you are in any doubt about the contents of this announcement, or as to the
action you should take, you should consult your stockbroker, bank manager,
solicitor, accountant, fund manager or other appropriate independent financial
adviser duly authorised under FSMA immediately, if you are in the United
Kingdom, or from another appropriately authorised independent professional
adviser if you are taking advice in a territory outside the United Kingdom.
This announcement does not contain nor should its contents be construed as
legal, business or tax advice and you should consult your own solicitor,
independent financial adviser or tax adviser (as appropriate) for such advice.

Capitalised terms used but not defined in this announcement have the meanings
given to them in Appendix 2.

Expected timetable of events

EVENT
 
    EXPECTED TIMETABLE

 Redemption Record Time                                                     6:00 p.m. BST on 5 May 2023
 Redemption election through CREST made available to holders of Depositary  9 May 2023
 Interests representing Public Shares
 Latest time and date for completion or receipt of Redemption Notices and   1:00 p.m. BST on 24 May 2023
 redemption elections through CREST (the "Election Return Time")
 Expected latest date for settlement of redemption monies through CREST or  2 June 2023
 other form of payment.

The information contained in this announcement is deemed by HMAI 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 LMAI is Luke Alvarez, Executive Director.

The LEI of HMAI is 222100X27S5HMALJTB53.

 

DISCLAIMER:

These materials may not be published, distributed or transmitted in the United
States, Canada, Australia or Japan. These materials do not constitute an offer
of securities for sale or a solicitation of an offer to purchase securities
(the "Securities") of HMAI in the United States, Australia, Canada, Japan or
any other jurisdiction in which such offer or solicitation is unlawful. The
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). There will be no public offering of the
Securities in the United States. The Securities have not been, and will not
be, registered under the Securities Act. The Securities referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for the account
or benefit of, any national, resident or citizen of Australia, Canada or
Japan, subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to
buy securities. In the United Kingdom, this announcement is only being
distributed to, and is only directed at, qualified investors, within the
meaning of Regulation (EU) No 2017/1129 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 who are also (i) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),
(ii) persons falling within Article 49(2)(a) to (d) of the Order
(high-net-worth companies, unincorporated associations, etc.) or (iii) persons
to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000) in
connection with the redemption of any Securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "Relevant Persons"). This announcement is directed only at
Relevant Persons and must not be acted on or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

This announcement may contain forward-looking statements. Forward-looking
statements are statements that are not historical facts and may be identified
by words such as "plans", "targets", "aims", "believes", "expects",
"anticipates", "intends", "estimates", "will", "may", "continues", "should"
and similar expressions. These forward-looking statements reflect, at the time
made, HMAI's beliefs, intentions and current targets/aims concerning, among
other things, HMAI's results of operations, financial condition, liquidity,
prospects, growth and strategies. Forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future.

The forward-looking statements speak only as of the date of this announcement.
HMAI expressly disclaims any obligation or undertaking to release any updates
or revisions to any forward-looking statements to reflect any change in its
expectations with regard thereto or any changes in events, conditions or
circumstances on which any forward-looking statements are based. No
representation or warranty is made that any of these forward-looking
statements or forecasts will come to pass or that any forecast result will be
achieved. Undue influence should not be given to, and no reliance should be
placed on, any forward-looking statement.

 

Appendix 1

Notes for Making a Redemption Election

1.   If a Public Shareholder does not wish to redeem any of their Public
Shares, they do not need to return the Redemption Notice or submit a
redemption election through CREST.

2.   If a Public Shareholder does not make a redemption election, no
redemption of their Public Shares shall occur.

3.   Public Shareholders may make a redemption election in respect of all or
a portion only of their Public Shares.

Public Shareholders wishing to make an election to redeem all or a portion of
their Public Shares, should follow the instructions below.

4.   In order for a valid redemption election to be made, Public
Shareholders must hold Public Shares as at close of business (6:00 p.m. BST)
on 5 May 2023 (the "Redemption Record Time").

5.   Redemption elections through CREST will be available from 9 May 2023
for holders of Depositary Interests representing Public Shares.

6.   If a Public Shareholder wishes to redeem all or a portion of their
Public Shares early, they are required to submit their redemption election
electronically through CREST so as to be received by the issuer's agent, Link
Group (ID: RA10) by 1:00 p.m. BST on 24 May 2023 (the "Election Return Time"),
being 15 days following the date of availability of redemption elections.

7.   If you are a CREST Personal Member, or other CREST Sponsored Member,
you should consult your CREST sponsor, who will be able to take appropriate
action on your behalf.

8.   Public Shareholders who validly elect to redeem all or a portion of
their Public Shares on or before the Election Return Time shall have such
Public Shares redeemed and payment in respect of such Public Shares will be
made by the Depositary as soon as practicable following the Election Return
Time (expected to be no later than 2 June 2023).

9.   The Depositary may be contacted at , Link Group, 10th Floor, Central
Square, 29 Wellington Street, Leeds, LS1 4DL or at the Depositary's
Shareholder Helpline, Tel: 0371 664 9272 (Shareholders). If you are outside
the United Kingdom, please call +44371 664 9272. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. The Depositary
is open between 9.00 a.m. - 5:30 p.m. BST, Monday to Friday excluding public
holidays in England and Wales. Email: nominee.enquiries@linkgroup.co.uk.

Late or incomplete redemption election

10. If any Redemption Notice or electronic election in respect of a redemption
election is either received after the Election Return Time, or is received
before such time and date but is not valid or complete in all respects at such
time and date, such redemption election shall, for all purposes, be void, and
thus the Public Shareholder will be deemed not to have made a redemption
election (unless HMAI, in its absolute discretion, elects to treat as valid,
in whole or in part, any such redemption election).

General

11. The validity (or invalidity) of redemption elections, as well as any
rounding adjustments required in relation to the relevant number of Public
Shares, shall be determined in the absolute discretion of HMAI.

12. Without prejudice to any other provision of this Appendix 1 or the
Redemption Notice or otherwise, HMAI reserves the right to treat as valid in
whole or in part any redemption election which is not entirely in order.

13. No acknowledgements of receipt of any Redemption Notice, electronic
election or other documents will be given. All communications, notices, other
documents and remittances to be delivered by, to, from or on behalf of holders
of Public Shares (or their designated agent(s)) or as otherwise directed will
be delivered by or to or sent to or from such holders of Public Shares (or
their designated agent(s)) entirely at their own risk.

14. The Redemption Notice and all redemption elections, all action taken or
made or deemed to be taken or made pursuant to any of these terms shall be
governed by and interpreted in accordance with English law.

15. Execution of a Redemption Notice or the submission of an electronic
election by or on behalf of a Public Shareholder will constitute his or her
agreement that the courts of England and Wales are (subject to the paragraph
below) to have non-exclusive jurisdiction to settle any dispute which may
arise in connection with the creation, validity, effect, interpretation or
performance of a Redemption Notice or the submission of an electronic
election, and for such purposes that he or she irrevocably submits to the
jurisdiction of the English courts.

16. None of HMAI, the Company's Depositary or any of their respective advisers
or any person acting on behalf of any one of them shall have any liability to
any person for any loss or alleged loss arising from any decision as to the
treatment of redemption elections on any of the bases set out in this Appendix
1 or otherwise in connection therewith.

 

 

Appendix 2

Definitions

The following definitions apply throughout this announcement unless the
context requires otherwise.

 "Articles"                                    the Articles of Incorporation 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 HMAI and a target company;
 "Business Combination Deadline"               the deadline by which the Company must complete a Business Combination;
 "Business Combination Extension"              the extension of the Initial Business Combination Deadline to 7 February 2024;
 "Company" or "HMAI"                           Hiro Metaverse Acquisitions I S.A., a company incororated 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);
 "Depositary"                                  means Link Market Services Trustees Limited or any other depositary appointed
                                               by the Company from time to time;
 "Depositary Interests"                        means the dematerialised depositary interests in respect of the Public Shares
                                               and Public Warrants issued by the Depositary;
 "Directors"                                   the directors of the Company;
 "Election Return Time"                        1:00 p.m. on 24 May 2023
 "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;
 "Escrow Account Overfunding"                  the additional funds committed by the Sponsor to the Company through the
                                               private placement of 345,000 Public Shares and 172,500 Public Warrants, each
                                               subscribed for by the Sponsor at the time of the Company's IPO;
 "EGM" or the "Extraordinary General Meeting"  the general meeting of the Company held on 5 May 2023 to approve the Business
                                               Combination Extension;
 "Extension Circular "                         the document made available to HMAI Shareholders on 4 April 2023 in
                                               connection with the Business Combination Extension and the EGM;
 "Extension Resolution"                        the resolution of the Company passed at the EGM to approve the Business
                                               Combination Extension by way of amending the Articles;
 "FCA"                                         the UK Financial Conduct Authority;
 "FSMA"                                        the Financial Services and Markets Act 2000 of the UK, as amended;
 "Initial Business Combination Deadline"       7 May 2023;
 "IPO"                                         the initial public offering of the Company on 7 February 2022;
 "IPO Prospectus"                              the Company's IPO prospectus dated 2 February 2022;
 "Luxembourg Company Law"                      the Luxembourg law of 10 August 1915 on commercial companies, as amended;
 "Ordinary Shares"                             the Sponsor Shares and the Public Shares;
 "Overfunding Shares"                          345,000 Public Shares subscribed for by the Sponsor at the time of the
                                               Company's IPO as part of the Escrow Account Overfunding;
 "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 Notice"                           the notice of redemption posted to Shareholders who hold their Public Shares
                                               electronically on or around the date of this announcement;
 "Redemption Record Time"                      close of business (6:00 p.m. BST) on 5 May 2023;
 "Shareholder" or "HMAI 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
                                               18(th) Floor, The Scalpel, 52 Lime Street, London, United Kingdom, EC3M 7AF;
 "Sponsor Shares"                              the 2,875,000 Class B Ordinary Shares of the Company initially held by the
                                               Sponsor as set out in the IPO Prospectus. For the avoidance of doubt, the
                                               Class B Ordinary Shares are not admitted to trading on a stock exchange; and
 "Voting Record Time"                          close of business (4:00 p.m. BST) on 2 May 2023 2023.

 

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