TIDMHMA1
RNS Number : 6332C
HIRO Metaverse Acquisitions I S.A.
24 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.
24 February 2022
Hiro Metaverse Acquisitions I S.A.
Warrants Admission to Trading on the London Stock Exchange
Further to the announcement on 8 February 2022, Hiro Metaverse
today announces the admission of 5,922,500 Public Warrants to the
standard listing segment of the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange's
main market for listed securities under ticker "HM1W" effective at
8.00 am on 24 February 2022.
For further information please contact:
For media enquiries
Brunswick Group - Financial PR Adviser
Sarah West
Diana Vaughton
+44 020 7404 5959
hiro@brunswickgroup.com
For investor enquiries
Citigroup Global Markets Limited - Sole Global Coordinator &
Bookrunner
Giacomo Ciampolini
Sumit Guha
Chuba Ezenwa
+44 20 7986 4000
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).
Hiro Metaverse 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");
(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 shares 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 Global Markets Limited ("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 9 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 of GBP10.00 per Public Share (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
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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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contact rns
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privac y Polic
y .
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
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END
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