TIDMHMA1
RNS Number : 1487V
HIRO Metaverse Acquisitions I S.A.
03 April 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 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.
3 April 2023
Hiro Metaverse Acquisitions I S.A.
Proposed Extension of Business Combination Deadline
Proposed Amendment of Articles of Association
Publication of Convening Notice of Extraordinary General Meeting
in connection with the extension of Business Combination
Deadline
Hiro Metaverse Acquisitions I S.A. (LSE: HMAI) ("HMAI" or the
"Company"), a special purpose acquisition company formed to focus
on a Business Combination with a target operating in the sectors of
video games, esports, interactive streaming, GenZ social networks,
connected fitness & wellness and metaverse technologies with
principal business operations in the U.K., Europe or Israel,
announces today that it is seeking shareholder approval to extend
the deadline by which it may seek a business combination to 7
February 2024.
Key Highlights
-- HMAI is seeking shareholder approval to extend its initial
Business Combination deadline by nine months from 7 May 2023 to 7
February 2024 to allow sufficient time to complete a Business
Combination.
-- As at the date of this announcement, the Company is not in
sufficiently advanced discussions with any potential targetsto
enable Shareholders to consider and vote on a potential Business
Combination.
-- The Articles permit an initial three-month extension period,
followed by a further three-month extension period, in each case
with the approval of a simple majority of the holders of all
Ordinary Shares.
-- However, the Board considers that these permitted extensions
are unlikely to provide sufficient time to permit the Company to
evaluate target companies, to agree terms on a potential business
combination, to seek agreement on financing requirements, and to
implement the necessary steps for readmission under the UK Listing
Rules in order to complete a business combination.
-- Accordingly, the Company is convening an EGM to be held at
11.00 a.m. CEST on 5 May 2023 to consider, and ifthought fit, to
approve the Business Combination Extension to 7 February 2024 by
way of an amendment to the Articles.
Full Summary
In order to allow the Company sufficient time to complete a
Business Combination, the Company is seeking shareholder approval
to extend its initial business combination deadline by nine months
from 7 May 2023 (the "Initial Business Combination Deadline") to 7
February 2024 (the "Business Combination Extension").
The proposed extension will require an amendment to the articles
of association of the Company (the "Articles") which require the
Company to complete a Business Combination by no later than 7 May
2023 (or such later date as may be approved by Shareholders but in
any event no later than 7 November 2023).
The Articles permit an initial three month extension period with
the approval of a simple majority of the holders of all Ordinary
Shares followed by a further three month extension period with the
approval of a simple majority of the holders of all Ordinary
Shares, provided that the Business Combination Deadline may not
exceed 7 November 2023. The Board considers that these permitted
extensions are unlikely to provide sufficient time to permit the
Company to evaluate alternative target companies, to agree terms on
a potential business combination, to seek agreement on financing
requirements and to implement the necessary steps for readmission
under the UK Listing Rules in order to complete a business
combination. As at the date of this announcement, the Company is
not in sufficiently advanced discussions with any potential targets
to enable Shareholders to consider and vote on a potential Business
Combination.
The market backdrop for SPACs and public equity offerings more
generally has been challenging. This climate has not been conducive
to completing a Business Combination. The Board however remains
positive on the prospect of successfully executing a Business
Combination and is encouraged by the discussions it has had with
companies interested in exploring a Business Combination.
Accordingly, the Company has today published a circular and
convening notice in connection with the Business Combination
Extension (the "EGM Notice"), incorporating the notice of an
extraordinary general meeting of the Company (the "EGM") to approve
the Business Combination Extension (the "Extension Resolution").
The EGM will be held at 11.00 a.m. CEST on 5 May 2023 at Etude
Notaire Me Marc Elvinger, 2 Pl. de l'hotel de ville, 9087
Ettelbruck, Grand Duchy of Luxembourg, to consider, and if thought
fit, approve the Business Combination Extension by way of an
amendment to the Articles.
Pursuant to the Articles, the EGM can only amend the Articles if
no less than 50 per cent. of the Ordinary Shares are represented at
the EGM and the Extension Resolution is approved by a majority of
at least two-thirds of the votes validly cast.
Availability of Redemption Rights
Pursuant to the Articles, in the event that any amendment is
made to the Articles:
-- to modify the substance or timing of the Company's obligation
to allow redemption in connection with a Business Combination or
redeem 100 per cent of the Public Shares if the Company does not
consummate a Business Combination within 15 months of 7 February
2022 (subject to an initial three-month extension period followed
by a further three-month extension period, in each case approved by
a shareholder vote); or
-- with respect to any other provisions relating to
Shareholders' rights or pre-Business Combination activity,
the Company shall provide the holders of Public Shares (other
than Hiro Sponsor I LLP (the "Sponsor") or a Director) with the
opportunity to redeem their Public Shares upon the approval of any
such amendment, at a price per-share, payable in cash, equal to the
aggregate amount then on deposit in the escrow account opened with
Citibank N.A., London Branch (the "Escrow Account") including the
Overfunding Amount and accrued interest (less taxes payable)
divided by the number of then outstanding Public Shares (excluding
the Overfunding Shares), subject always to such sums being
available for distribution in accordance with Articles 430-22 and
461-2 of the Luxembourg Company Law.
The implementation of the Business Combination Extension on the
basis set out in this announcement would amount to such an
amendment to the Articles. Accordingly, if Shareholders approve the
Business Combination Extension at the EGM, the Company shall
provide its Public Shareholders with the opportunity to redeem all
or a portion of their Public Shares (in accordance with the
provisions of the Articles) following the EGM.
This early right of redemption will apply whether or not a
Public Shareholder votes in favour of the resolution to approve the
Business Combination Extension at the EGM. The amount in the Escrow
Account is anticipated to be approximately GBP10.50 per Public
Share (comprising GBP10.00 per Public Share representing the
initial subscription amount paid by Public Shareholders together
with Public Shareholders' pro rata entitlement to the Escrow
Account Overfunding, expected to be GBP0.30 per Public Share and
accrued interest less taxes payable, expected to be approximately
GBP0.20 per Public Share), subject always to such sums being
available for distribution in accordance with Articles 430-22 and
461-2 of the Luxembourg Company Law.
The redemption of the Public Shares held by a Public Shareholder
will not trigger the repurchase or redemption of any Public
Warrants held by such Public Shareholder. 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.
The Sponsor and each of the Directors have agreed to waive all
redemption rights with respect to Overfunding Shares and Sponsor
Shares held by them in connection with the Business Combination
Extension.
Actions
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").
Redemption elections through CREST will be available from 9 May
2023 for holders of Depositary Interests representing Public
Shares.
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. BST on 24 May 2023 (the "Election Return
Time"), being 15 days following the date of availability of
redemption elections.
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).
If a Public Shareholder does not wish to redeem any of their
Public Shares, they do not need to submit a redemption election
through CREST or take any other action.
Consequences of not approving the Business Combination
Extension
In the event that the Extension Resolution is not approved, the
Company will:
-- not be able to complete a Business Combination by the Initial
Business Combination Deadline and expects to be left with
substantial unrecovered legal costs and other expenses, such as
those of professional advisors and service providers;
-- as promptly as reasonably possible following the Initial
Business Combination Deadline, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Escrow Account , including interest earned
on the funds held in the Escrow Account (less taxes payable and up
to GBP100,000 to pay dissolution expenses), divided by the number
of then outstanding Public Shares (which is expected to be
approximately GBP10.50 per Public Share, subject always to such
sums being available for distribution in accordance with Articles
430-22 and 461-2 of the Luxembourg Company Law), which redemption,
in accordance with the Articles, will completely extinguish Public
Shareholders' rights as Shareholders (including the right to
receive further liquidation distributions (if any)); and
-- seek cancellation of listing and trading of the Company's
Public Shares and Public Warrants (which will expire without value)
on the London Stock Exchange as promptly as possible following the
Initial Business Combination Deadline.
Extraordinary General Meeting
The Business Combination Extension is conditional upon
Shareholder approval being obtained at the Extraordinary General
Meeting. Accordingly, the Directors are seeking approval of a
resolution to authorise the Business Combination Extension by way
of an amendment to the Articles (the "Extension Resolution").
Pursuant to the Articles, the EGM can only amend the Articles if no
less than 50 per cent. of the Ordinary Shares are represented at
the EGM and the Extension Resolution is approved by a majority of
at least two-thirds of the votes validly cast.
If the Company is able to agree the terms of any Business
Combination and enter into a definitive agreement in respect of
such transaction, it will make an announcement and will in due
course publish an FCA-approved prospectus and circular (which will
include a notice to convene an extraordinary general meeting to
approve such Business Combination (among other related
matters)).
ACTIONS TO BE TAKEN
The EGM, to be held at 11.00 a.m. CEST at Etude Notaire Me Marc
Elvinger, 2 Pl. de l'hotel de ville, 9087 Ettelbruck, Grand Duchy
of Luxembourg, on 5 May 2023 , is being convened at which the
Extension Resolution will be proposed.
A copy of the EGM Notice will be available to download from the
Company's website.
Registered holders of Depositary Interests are asked to submit
an electronic vote through the CREST system in order to instruct
Link Market Services Trustees Limited, the Depositary, to vote on
the holder's behalf at the meeting by proxy or, if the meeting is
adjourned, at the adjourned meeting. 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. Instructions can be submitted via the CREST system to be
received by the issuer's agent, Link Group (ID:RA10 ) by 4.00 p.m.
BST on 2 May 2023.
Registered Shareholders are asked to complete and return the
Form of Proxy in accordance with the instructions printed thereon
as soon as possible, but in any event so as to be received by email
at Hiro.cosec@jtcgroup.com by 5.00 p.m. CEST on 3 May 2023 with a
copy to the Company at the following address: 17, Boulevard F.W.
Raiffeisen, L-2411 Luxembourg .
If you complete and return a Form of Proxy, you may still attend
and vote at the EGM in person should you subsequently decide to do
so subject to any restrictions applicable to attendance in
person.
The Directors consider that the Business Combination Extension
and the Extension Resolution to be put to the Extraordinary General
Meeting are in the best interests of the Company and its
Shareholders as a whole and unanimously recommend Shareholders vote
in favour of the Extension Resolution.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Appendix.
Expected timetable of events
EVENT EXPECTED TIMETABLE
Latest time and date for completion 4.00 p.m. BST on 2 May 2023
of CREST voting instructions or
receipt of Forms of Direction by
the Depositary
Extraordinary General Meeting 11.00 a.m. CEST on 5 May
2023
Redemption Record Time* 6.00 p.m. BST on 5 May 2023
Redemption election through CREST 9 May 2023
available to holders of Depositary
Interests representing Public Shares*
Latest time and date for completion 1.00 p.m. BST on 24 May 2023
or receipt of Redemption Notices
(the "Election Return Time")*
Expected latest date for settlement 2 June 2023
of redemption monies through CREST
or other form of payment*
*Assuming the Extension Resolution is duly approved at the
EGM.
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 HMAI 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.
This announcement does not constitute a prospectus. 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 issue or sale 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.
HMAI has not authorised any offer to the public of Securities in
any Member State of the European Economic Area. With respect to any
Member State of the European Economic Area (each a "Relevant Member
State"), no action has been undertaken or will be undertaken to
make an offer to the public of Securities requiring publication of
a prospectus in any Relevant Member State. As a result, the
Securities may only be offered in Relevant Member States (i) to any
legal entity which is a qualified investor as defined in the
Prospectus Regulation; or (ii) in any other circumstances falling
within Article 1(4) of the Prospectus Regulation. For the purpose
of this paragraph, the expression "offer of securities to the
public" means the communication in any form and by any means of
sufficient information on the terms of the offer and the Securities
to be offered so as to enable the investor to decide to purchase or
subscribe for the Securities and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 and includes any
relevant delegated regulations.
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 include statements regarding:
objectives, goals, strategies, outlook and growth prospects; future
plans, events or performance and potential for future growth;
economic outlook and industry trends; developments of HMAI's
markets; the impact of regulatory initiatives; and the strength of
HMAI's competitors. 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 in this announcement are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination
of historical operating trends, data contained in HMAI's records
and other data available from third parties. Although HMAI believes
that these assumptions
were reasonable when made, these assumptions are inherently
subject to significant known and unknown risks, uncertainties,
contingencies and other important factors which are difficult or
impossible to predict and are beyond HMAI's control.
Forward-looking statements are not guarantees of future
performance and such risks, uncertainties, contingencies and other
important factors could cause the actual outcomes and the results
of operations, financial condition and liquidity of HMAI or the
industry to differ materially from those results expressed or
implied in the Information by such forward-looking statements. No
assurances can be given that the forward-looking statements will be
realised. 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
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Articles" the Articles of Association of the Company
as in force at the date of this announcement;
"Board" the board of Directors of the Company;
"Business Combination" a business combination between HMAI and
a target company;
"Business Combination the deadline by which the Company must
Deadline" complete a Business Combination;
"Business Combination the extension of the Initial Business
Extension" Combination Deadline to 7 February 2024;
"Company" or "HMAI" Hiro Metaverse Acquisitions I S.A., company
incorporated in Luxembourg;
"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 or to be issued by the
Depositary;
"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 Account Overfunding" the additional GBP3,450,000 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 the general meeting of the Company to
General Meeting" approve the Business Combination Extension;
"EGM Notice" the convening notice published by the
Company in connection with the EGM;
"Escrow Subsidiary" HMA1 (Escrow) Limited, a wholly-owned
subsidiary of the Company incorporated
" Extension Resolution in England and Wales;
" the resolution of the Company to be considered
and, if thought fit, approved at the EGM
to approve the Business Combination Extension
by way of amending the Articles;
" FCA " the UK Financial Conduct Authority;
"Form of Proxy" the form of proxy accompanying the EGM
Notice in respect of the EGM ;
"FSMA" the Financial Services and Markets Act
2000 of the UK, as amended;
"Initial Business Combination 7 May 2023;
Deadline "
"IPO" the initial public offering of the Company
on 7 February 2022;
"IPO Prospectus" the Company's IPO prospectus dated 2 February
"Luxembourg Company 2022;
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;
"Shareholder" a holder of Ordinary Shares, including
a holder of Public Shares and a holder
of Sponsor Shares;
"SPACs" special purpose acquisition companies;
"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
"UK Listing Rules" Shares are not admitted to trading on
a stock exchange; and
the Listing Rules of the FCA made under
section 73A of FSMA.
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END
MSCFIFFASRIVIIV
(END) Dow Jones Newswires
April 03, 2023 05:30 ET (09:30 GMT)
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