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RNS Number : 2040T Seeing Machines Limited 23 November 2021
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OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES
IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR
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SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION 2014/596/EU.
23 November 2021
Seeing Machines Limited
("Seeing Machines", the "Company")
Result of c. US$40 million(1) Placing and Subscription and result of Retail
Offer
Significantly oversubscribed Fundraise raises a total of c.US$40 million net
of fees
Seeing Machines Limited (AIM: SEE), the advanced computer vision technology
company that designs AI-powered operator monitoring systems to improve
transport safety, is pleased to announce that it has successfully raised gross
proceeds of approximately US$41 million(1) (c.£30.4 million) pursuant to the
Placing and Subscription, of which approximately US$1 million (c.£0.7
million) was pursuant to the Retail Offer (together the "Fundraise"). In
aggregate, a total of 277,123,492 new ordinary shares(1) of no par value each
(the "Ordinary Shares") will therefore be issued pursuant to the Fundraise
(the "Fundraising Shares") at an issue price of 11 pence per Fundraising Share
("Issue Price").
Magna International Inc., (NYSE: MGA) (a large, multi-national Canadian
mobility technology company for automakers and an existing customer of Seeing
Machines) invested US$10m as part of the Placing at the Issue Price.
The Board of Seeing Machines is extremely pleased with the positive response
to the Fundraising from new and existing shareholders, including a number of
blue-chip institutional investors from the UK, USA, alongside Magna
International, a global tier 1 channel partner, as a cornerstone investor in
the Fundraise. The net proceeds of the Placing will be used to accelerate
growth in the rapidly expanding driver monitoring system technology market,
across all transport sectors globally. Seeing Machines intends to accelerate
the development of new core software and system features, acquire additional
specialised technology, expand sales channels and its product portfolio to
maximise its win rate of automotive programs, scale delivery capability and
speed up aftermarket revenue growth.
As highlighted in the Company's announcement on 22 November 2021, Lombard
Odier Asset Management (Europe), the Company's largest shareholder, has
communicated its intention to participate in the proposed Fundraise at the
Issue Price once the Company is not in a closed period (following the
publication of Seeing Machines' results for the 12 months ended 30 June 2021
on 24 November 2021), for an aggregate amount of approximately US$2.7 million.
Lombard Odier Asset Management (Europe) is currently not permitted to
participate in the Fundraise by virtue of Michael Brown being a Non-Executive
Director of Seeing Machines and an employee of Lombard Odier Asset Management
(Europe). Further announcements will be made at the appropriate time.
Paul McGlone, Chief Executive Officer of Seeing Machines, commented:
"Seeing Machines is at a pivotal point right now as demand for driver
monitoring system technology continues to accelerate around the world. It's
with thanks to the strong support of new and existing shareholders, we are now
firmly placed to capitalise on the overwhelming opportunity we see before us.
This opportunity is growing across Automotive, Fleet and Aviation and each of
these business units is making significant ground in their respective
industries with some of the world's biggest brands.
"The investment by Magna, a leading global automotive supplier, demonstrates
our mutual desire to seek out opportunities of growth, where it makes sense
and where we know we can be successful, together. We have been extremely
pleased that many of our existing institutions in the UK and the US have seen
fit to participate, including our largest shareholders, and we are delighted
to welcome a number of new institutions into Seeing Machines, through what was
a very successful and over-subscribed placing, testament to recognition of our
ability to lead the DMS market. I'd also like to thank our retail investors
for their participation, we do not underestimate your loyalty and belief in
our ultimate success and I am confident that our committed team will drive
significant value back to our shareholders."
Application to Trading and Total Voting Rights
Application has been made for the Fundraising Shares to be admitted to trading
on AIM and admission is expected to occur on 30 November 2021 ("Admission").
Following Admission, the total issued share capital of the Company will be
4,152,741,296 Ordinary Shares with no Ordinary Shares held in treasury.
Therefore, the total number of voting rights in the Group post Admission will
be 4,152,741,296(1) and this figure may be used by shareholders as the
denominator for the calculations by which they will determine whether they are
required to notify their interest in, or a change to their interest in Seeing
Machines.
1. These figures assume the participation in full by Lombard Odier Asset
Management (Europe) in the amount of US$2.7m.
Enquiries:
Seeing Machines Limited +61 2 6103 4700
Paul McGlone - CEO
Sophie Nicoll - Corporate Communications
Stifel Nicolaus Europe Limited (Nomad and Sole Broker) +44 20 7710 7600
Alex Price
Nick Adams
Beech Hill Securities (US Placing Agent) +1 646 574 3171
Thomas Lawrence
Lionsgate Communications (Media Enquiries) +44 07791 892509
Jonathan Charles
About Seeing Machines Limited:
Seeing Machines (LSE: SEE), a global company founded in 2000 and headquartered
in Australia, is an industry leader in vision-based monitoring technology that
enable machines to see, understand and assist people. Seeing Machines'
technology portfolio of AI algorithms, embedded processing and optics, power
products that need to deliver reliable real-time understanding of vehicle
operators. The technology spans the critical measurement of where a driver is
looking, through to classification of their cognitive state as it applies to
accident risk. Reliable "driver state" measurement is the end-goal of Driver
Monitoring Systems (DMS) technology. Seeing Machines develops DMS technology
to drive safety for Automotive, Commercial Fleet, Off-road and Aviation. The
company has offices in Australia, USA, Europe and Asia, and supplies
technology solutions and services to industry leaders in each market vertical.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the United
States.
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