Pre-stabilisation notice
2 February 2022
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Hiro Metaverse Acquisitions I S.A.
Pre-Stabilisation Notice
Citigroup Global Markets Limited (Contact: Mihir Unadkat +44 20 7986 2175) hereby gives notice that the Stabilising Manager named below and its affiliates may stabilise the offer of the following securities in accordance with Commission Delegated Regulation EU/2016/1052 under the Market Abuse Regulation (EU/596/2014), in each case as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"), and the rules of the Financial Conduct Authority.
| The securities: | |
| Issuer: | Hiro Metaverse Acquisitions I S.A. (the "Company") |
| Securities: | Class A ordinary shares with no par value cum rights to receive one-half (½) of one warrant ("Shares Cum Rights") |
| ISIN: | LU2420558889 |
| Offering size: | 11,500,000 Shares Cum Rights (subject to a reduction to 10,350,000 Shares Cum Rights if the Put Option (defined below) is fully exercised) |
| Description: | Initial Public Offering of Shares Cum Rights |
| Offer price: | £10.00 per Share Cum Right |
| Associated securities: | There are no associated instruments that are subject to stabilisation |
| Stabilisation: | |
| Stabilising manager: | Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom |
| Stabilisation period expected to start on: | 2 February 2022 (approximately 08.00 a.m. (London time)) |
| Stabilisation period expected to end no later than: | 4 March 2022 (close of business), being the date which is 30 calendar days from the beginning of the stabilisation period |
| Existence, maximum size and conditions of use of put option: | The Stabilising Manager may acquire to the extent permitted in accordance with applicable law, up to 1,150,000 Shares Cum Rights (representing a maximum of 10.00% of the total number of Shares Cum Rights comprised in the offer). |
| Stabilisation trading venue: | London Stock Exchange plc, Over-The-Counter (OTC) and other order book venues e.g. Turquoise, BATS and Chi-X |
| Put Option: | |
| Terms: | In connection with the Offer, the Stabilising Manager or any of its agents may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, acquire up to 1,150,000 Shares Cum Rights comprising approximately up to 10.00% of the total number of 11,500,000 Shares Cum Rights forming part of the Offer to facilitate other stabilisation transactions, if any, with a view to supporting the market price of the Shares Cum Rights at a higher level than that which might otherwise prevail in the open market.
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 Share Cum Rights. In no event will measures be taken to stabilise the market price of the Share Cum Rights above the Offer 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 Offer.
The acquisition of the Shares cum Rights by the Stabilisation Manager in the course of the stabilisation transactions will result in the repurchase of such 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 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). Any Shares cum Rights so purchased by the Company pursuant to the Put Option will be held by the Company in treasury for cancellation. If the Put Option is exercised in full by the Stabilisation Manager, the total number of Shares cum Rights offered in the Offer will be 10,350,000 Shares cum Rights. 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 Shares Cum Rights 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. |
| Duration: | The Put Option may be exercised in full or in part at any time during the stabilisation period. |
This announcement is for information purposes only and does not constitute investment advice or an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Company in any jurisdiction in which such an offer or solicitation is unlawful. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement is addressed to and directed at 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 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: (i) in the United Kingdom, by persons who are not Relevant Persons; and (ii) in any Member State by persons who are not Qualified Investors. Any investment activity to which this announcement relates: (i) in the United Kingdom is available only to, and may be engaged only with, Relevant Persons; and (ii) in any Member State is available only to, and may be engaged only with, Qualified Investors.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions 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
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities, to any person in any jurisdiction, including the United States, Australia, Canada, Japan or 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 United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction in the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the 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 referred to herein in the United States, Australia, Canada, Japan or South Africa. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa
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