TIDMHMA1
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
Deadline to 7
February 2024 7,033,836 89.54% 821,946 10.46% 7,855,782 6,864,218
---------- ------- -------- ------- ------------ ----------
* 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 GBP10.52 per Public Share
(comprising GBP10.00 per Public Share representing the amount
subscribed for by Public Shareholders together with Public
Shareholders' pro rata entitlement to the Escrow Account
Overfunding of GBP0.30 per Public Share and accrued interest, of
approximately GBP0.22 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 9 May 2023
made 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
and redemption elections through
CREST (the "Election Return Time")
Expected latest date for settlement 2 June 2023
of redemption monies through CREST
or 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 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., 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 the general meeting of the Company held
General Meeting" 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 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
2022;
"Luxembourg Company the Luxembourg law of 10 August 1915 on
Law" 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 close of business (6:00 p.m. BST) on 5
Time" May 2023;
"Shareholder" or "HMAI a holder of Ordinary Shares, including
Shareholder" 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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END
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