TIDMSEE
RNS Number : 4712Y
Seeing Machines Limited
05 December 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE
THE IMPORTANT NOTICES AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF SEEING MACHINES LIMITED IN THE UNITED STATES, CANADA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
This announcement is not for publication or distribution,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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014 ("MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Seeing Machines Limited
Placing and Subscriptions of new shares raising GBP35 million
(approx. AUS$62 million)
Posting of Offer Document and Notice of General Meeting
5 December 2017
Seeing Machines Limited (AIM: SEE) ("Seeing Machines" or the
"Company"), an industry leader in computer vision technologies
which enable machines to see, understand and assist people, today
announces that further to the announcement made on 4 December 2017
regarding the proposed Placing and Subscriptions, the Company has
conditionally placed 700,000,000 new ordinary shares of no par
value in the Company ("Ordinary Shares"), at a price of 5 pence per
share (the "Placing Price"), raising gross proceeds of GBP35
million. 610,200,000 Ordinary Shares were subscribed for pursuant
to the placing with institutional investors (the "Placing" and
"Placing Shares") and 89,800,000 Ordinary Shares were subscribed
for directly with the Company (the "Subscriptions" and
"Subscription Shares"), at the Placing Price.
Pursuant to the Subscriptions, the Company has entered into a
subscription agreement with its largest shareholder and strategic
investor V S International Venture Pte. Ltd ("V S International"),
who has subscribed directly with the Company to purchase 70,200,000
Ordinary Shares in the Company at the same issue price and at the
same time as the Placing (the "VSI Subscription"), in order to
broadly maintain its current shareholding of 11.7% in the Company.
Following completion of the Placing and the Subscriptions, VS
International will hold 11.2% of the Company's then issued share
capital.
Furthermore, certain of the Directors and a member of the
Company's senior management team and Directors of V S International
have also participated in the Placing or have made a subscription
directly with the Company for Ordinary Shares, for a total of
21,984,615 Ordinary Shares in the Company. These Ordinary Shares
subscribed for were purchased at the same issue price and at the
same time as the Placing (the "Management Subscription", and
together with the VSI Subscription, are the Subscriptions).
The Placing Shares and Subscription Shares represent
approximately 46.9% of Seeing Machines' existing outstanding issued
share capital and issue of the Placing Shares and Subscription
Shares and will be subject to shareholder approval.
finnCap Ltd ("finnCap"), Canaccord Genuity Limited ("Canaccord
Genuity") and Cenkos Securities plc ("Cenkos") acted as joint
bookrunners to the Company on the Placing (together the
"Bookrunners").
Mike McAuliffe, CEO of Seeing Machines, commented:
"I am delighted to announce the successful conclusion of the
proposed fundraise which has received a very strong level of
support from existing and new shareholders. The Placing was well
oversubscribed and consequently the Company elected to increase the
size of the fundraising from GBP30 million to GBP35 million. Seeing
Machines values the ongoing support it has received from its
largest shareholder, VS International and from its existing
institutional shareholder base. We also welcome many new
institutional investors as shareholders in the Company. The
proceeds from the Placing and the Subscriptions enables the
business to continue to invest into its Vision AI platform and
product development as well as scaling the Company's infrastructure
and global footprint to meet sustained customer demand for Fleet
business expansion and for our leading edge Automotive DMS
solutions."
In addition, the Company will provide an opportunity for certain
existing shareholders to subscribe for up to 48,000,000 new
Ordinary Shares (the "Offer Shares") at the Placing Price, which
would raise up to a further approximately GBP2.4 million
(approximately AUD$4.3 million) under the offer (the "Offer"). The
Offer Circular, pursuant to which the Company will make the Offer
to Qualifying Participants and which will set out its detailed
terms and timetable, together with an accompanying form of
application will be posted on 8 December 2017. It will also be made
available on the Company's website www.seeingmachines.com/investors
(the "Offer Circular").
Assuming the maximum number of Offer Shares are issued, when
combined with the Placing Shares and Subscription Shares, the total
number of new Ordinary Shares issued through the transactions would
represent approximately 50.1% of Seeing Machines' existing
outstanding issued share capital.
Shareholders will be required to approve the proposed issuance
of the Placing Shares and the Subscription Shares at the General
Meeting. Whilst shareholder approval is not required for the issue
of the Offer Shares, the Offer will be conditional upon shareholder
approval of the issue of the Placing Shares and Subscription Shares
and accordingly will not go ahead if those resolutions are not
approved.
The shareholder General Meeting to approve the issue of the
Placing Shares and the Subscription Shares will be held at held at
the offices of the Company at Level 1, 11 Lonsdale Street, Braddon,
ACT 2612, Australia, on Wednesday 3 January 2018 at 11.00 am
Australian Eastern Daylight Time (AEDT).
The Notice of General Meeting and form of proxy will be posted
to shareholders on 7 December 2017 and will be made available on
the Company's website, at www.seeingmachines.com/investors.
Related Party Transactions
Directors
Ken Kroeger (through the Cook Kroeger Super Fund) has
conditionally agreed to subscribe for 400,000 Subscription Shares
under a subscription agreement with the Company at the Placing
Price. In addition, Mike McAuliffe, Yong Kang Ng and Tim Crane have
each conditionally agreed to subscribe for 1,000,000, 1,000,000 and
384,615 Placing Shares respectively at the Placing Price. As
Directors of the Company, they are related parties for the purposes
of the AIM Rules for Companies. The independent directors (being
Jim Walker, Rudy Burger and Les Carmichael) consider, having
consulted with the Company's nominated adviser, finnCap, that the
terms of the subscriptions by Ken Kroeger, Mike McAuliffe, Yong
Kang Ng and Tim Crane are fair and reasonable insofar as the
Company's shareholders are concerned.
Substantial shareholder
V S International has conditionally agreed to subscribe for
70,200,000 Subscription Shares under a subscription agreement at
the Placing Price, in order to broadly maintain its current
shareholding of 11.7% following completion of the Placing and the
Subscriptions. As a substantial shareholder of the Company, V S
International is a related party for the purposes of the AIM Rules
for Companies. The independent directors (being all of the
Directors, excluding Yong Kang Ng) consider, having consulted with
the Company's nominated adviser, finnCap, that the terms of the
subscription by V S International is fair and reasonable insofar as
the Company's shareholders are concerned.
Directors of V S International
Datin Gan Chu Cheng (through Camden United Group Ltd), Datuk Gan
Sem Yam and Sean Gan Pee Yong, directors of V S International, have
conditionally agreed to subscribe for 10,000,000, 6,000,000 and
3,000,000 Subscription Shares respectively under subscription
agreements with the Company, at the Placing Price. As directors of
the substantial shareholder V S International, they are deemed to
be related parties for the purposes of the AIM Rules for Companies.
The independent directors (being all of the Directors of the
Company excluding Yong Kang Ng) consider, having consulted with the
Company's nominated adviser, finnCap, that the terms of the
subscription by Datin Gan Chu Cheng (through Camden United Group
Ltd), Datuk Gan Sem Yam and Sean Gan Pee Yong are fair and
reasonable insofar as the Company's shareholders are concerned.
Total Voting Rights
As at 4 December 2017, the Company had 1,491,665,552 Ordinary
Shares in issue with no shares held in treasury. Subject to
shareholder approval at the General Meeting for the issue of the
700,000,000 Ordinary Shares in relation to the Placing and
Subscriptions and no Ordinary Shares being issued between the date
of this announcement and the General Meeting, the total issued
share capital of the Company will be 2,191,665,552 Ordinary Shares.
Therefore, the total number of voting rights in the Company post
admission of the Placing Shares and Subscription Shares will be
2,191,665,552 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 once the Placing Shares and
Subscription Shares are admitted to trading on 4 January 2018.
Key dates for the Placing, Subscriptions and Offer
Record date 6.00 p.m. (GMT) on 4 December
2017
Posting date of the 7 December 2017
Notice of General Meeting
Posting Date of the 8 December 2017
Offer Circular:
General Meeting 3 January 2018
Admission of Placing Expected 4 January 2018
Shares and Subscription
Shares to AIM
Expected closing date 11.00 a.m. (GMT) on 12 January
for receipt of applications 2018
under the Offer
Enquiries:
Seeing Machines Limited www.seeingmachines.com
/ +61 2 6103 4700
Mike McAuliffe, CEO Mike.McAuliffe@seeingmachines.com
Media inquiries Sophie.Nicoll@seeingmachines.com
finnCap Ltd (Nomad, Joint
Bookrunner) +44 20 7220 0500
Ed Frisby / Emily Watts,
Corporate Finance
Tim Redfern / Richard
Chambers, Corporate Broking
Canaccord Genuity Limited
(Joint Bookrunner)
Simon Bridges / Antony
Isaacs / Richard Andrews +44 20 7523 8000
Cenkos Securities Ltd
(Joint Bookrunner)
Neil McDonald / Joe Nally +44 207 397 8900
About Seeing Machines
Seeing Machines (LSE: SEE) an industry leader in computer vision
technologies which enable machines to see, understand and assist
people. The Company deploys its FOVIO machine learning vision
platform to deliver real-time understanding of drivers through AI
analysis of heads, faces and eyes for Driver Monitoring Systems
(DMS), which monitor driver attention state including drowsiness
and distraction. DMS is increasingly considered a core automotive
safety technology as well as an enabling technology for
ADAS/Autonomous Driving. The Company's pioneering commercial fleet
solution (Guardian) delivers an after-market, in-cabin safety
intervention system with 24/7 monitoring and cloud analytics
services delivered on a telematics SaaS basis. The Company also
serves Aviation, Rail and Off-Road markets, and they are seeking to
innovate in new markets. Based in Canberra, Australia with the
intention to grow in the USA and Europe, the Company delivers
multi-platform solutions from embedded software and processors to
aftermarket system and service solutions to industry leaders
globally. www.seeingmachines.com.
Forward-looking statements
This announcement may include certain "forward-looking
statements" and "forward-looking information" under applicable
securities laws. Except for statements of historical fact, certain
information contained herein constitutes forward-looking
statements. Forward-looking statements are frequently characterised
by words such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", and other similar words, or statements
that certain events or conditions "may" or "will" occur. Forward
looking statements are based on the opinions and estimates of
management at the date the statements are made, and are based on a
number of assumptions and subject to a variety of risks and
uncertainties and other factors that could cause actual events or
results to differ materially from those projected in the
forward-looking statements. Assumptions upon which such
forward-looking statements are based include that all required
third party regulatory and governmental approvals will be obtained.
Many of these assumptions are based on factors and events that are
not within the control of the Company and there is no assurance
they will prove to be correct. Factors that could cause actual
results to vary materially from results anticipated by such
forward-looking statements include changes in market conditions and
other risk factors discussed or referred to in this announcement
and other documents filed with the applicable securities regulatory
authorities. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in forward
looking statements, there may be other factors that cause actions,
events or results not to be anticipated, estimated or intended.
There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. The
Company undertakes no obligation to update forward looking
statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking
statements.
Canaccord, finnCap and Cenkos are authorised and regulated by
the Financial Conduct Authority (the "FCA") in the United Kingdom
and are acting exclusively for the Company and no one else in
connection with the Bookbuilding Process and the Placing, and
Canaccord, finnCap and Cenkos will not be responsible to anyone
(including any Placees) other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the Bookbuilding Process or the Placing or any other
matters referred to in this Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by the Bookrunners or by any of their
respective affiliates or agents as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
No statement in this Announcement is intended to be a profit
forecast or estimate, and no statement in this Announcement should
be interpreted to mean that earnings per share of the Company for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of the
Company.
The price of shares and any income expected from them may go
down as well as up and investors may not get back the full amount
invested upon disposal of the shares. Past performance is no guide
to future performance, and persons needing advice should consult an
independent financial adviser.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than on the AIM
market of the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Definitions:
"Qualifying Participants" Shareholders on the register
of members of the Company
or the register of holders
of DIs, as applicable,
on the Record Date with
a registered address in
the UK, Ireland or Isle
of Man
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEASASESSXFFF
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December 05, 2017 10:57 ET (15:57 GMT)
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