TIDMHMA1
RNS Number : 3942A
Citigroup Global Markets Limited
02 February 2022
Pre-stabilisation notice
2 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS ANNOUNCEMENT.
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")
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Securities: Class A ordinary shares with no par value
cum rights to receive one-half ( 1/2 )
of one warrant ("Shares Cum Rights")
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ISIN: LU2420558889
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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)
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Description: Initial Public Offering of Shares Cum Rights
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Offer price: GBP10.00 per Share Cum Right
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Associated securities: There are no associated instruments that
are subject to stabilisation
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Stabilisation:
Stabilising manager: Citigroup Global Markets Limited, Citigroup
Centre, Canada Square, Canary Wharf, London
E14 5LB , United Kingdom
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Stabilisation period 2 February 2022 (approximately 08.00 a.m.
expected to start (London time))
on:
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Stabilisation period 4 March 2022 (close of business), being
expected to end the date which is 30 calendar days from
no later than: the beginning of the stabilisation period
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Existence, maximum The Stabilising Manager may acquire to
size and conditions the extent permitted in accordance with
of use of put option: 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).
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Stabilisation trading London Stock Exchange plc, Over-The-Counter
venue: (OTC) and other order book venues e.g.
Turquoise, BATS and Chi-X
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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.
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Duration: The Put Option may be exercised in full
or in part at any time during the stabilisation
period.
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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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END
STAFZGGZFMFGZZZ
(END) Dow Jones Newswires
February 02, 2022 02:04 ET (07:04 GMT)
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