THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SEEING MACHINES LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

22 November 2021

Seeing Machines Limited

("Seeing Machines" or the "Company")

Retail Offer via PrimaryBid

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, a conditional offer for subscription via PrimaryBid (the "Retail Offer") of  up to 27,272,727 new ordinary shares in the Company ("Retail Offer Shares") at an issue price of 11 pence per Retail Offer Share (the "Issue Price") to raise gross proceeds for the Company of up to US$4.0 million (£3.0 million). The Issue Price represents a discount of approximately 6 per cent. to the closing price and a premium of approximately 3.5 per cent to the trailing 30-Day Volume Weighted Average Price on 19 November 2021 (being the last practicable date prior to this Announcement).  The Company is also conducting a non-pre-emptive placing (the "Placing") and subscription (the "Subscription the Placing, and the Retail Offer, are, together, the "Fundraise").

The Placing and the Subscription are inter-conditional upon each other, but neither the Placing nor the Subscription are conditional upon the Retail Offer. Additionally, the Retail Offer will not proceed if the Placing and Subscription do not also proceed.

None of the Placing, the Subscription or the Retail Offer is underwritten.

Application will be made to London Stock Exchange for admission of the Placing Shares, the Subscription Shares and the Retail Offer Shares (if any) (together, the "Fundraising Shares") to trading on AIM in accordance with the AIM Rules for Companies ("Admission").

It is expected that Admission will become effective at 8.00 a.m. on or around 30 November 2021 and that dealings in the Fundraising Shares will commence at that time, and in any event no later than 17 December 2021.

The Retail Offer is limited to a maximum of £3.0 million.

The Directors intend to use the net proceeds of the Fundraise (the "Proceeds") 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 aftemarket revenue growth by:

1)         Increasing core technology leadership

Speeding up development of new core software and systems features will further enhance the Company's response to the requirements of current and anticipated automotive RFQs (Requests for Quote) over the next 3 years. This will be achieved by increasing external technical collaboration, including the potential acquisition of new technology capability to accelerate the Company's current go to market strategy.

2)         Pursuing a significant increase in pipeline and commercial opportunities

Current known pipeline (active and anticipated) of opportunities in FY22 and FY23 with lifetime value of more than A$1,100m.

3)         Supporting expansion into larger addressable markets

Accelerating the roadmap for Guardian Gen 3 / Smart Camera will expand Seeing Machines' addressable market and the number of connected vehicles across more and larger segments of the commercial transport industry.

4)         Expanding aftermarket sales

Expanding direct sales, third party collaboration and new distribution channels into EMEA and North America may open up significant, new market opportunities for the Company.

The Company forecasts that the Proceeds will provide sufficient working capital to the Company in the current Driver Monitoring System ("DMS") environment to significantly capitalise on augmented demand and further cement its market position.

Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid.com platform, is open to individual and institutional investors now and will close at 8 p.m. GMT on 22 November 2021. The Retail Offer may close early if it is oversubscribed.

Subscriptions under the Retail Offer will be considered and allocations determined by the Company at the Company's sole discretion, subject to conditions (which are available to view on PrimaryBid.com).

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for Retail Offer Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The Retail Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the Retail Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over many years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available exclusively through PrimaryBid.com.

The maximum amount available to potential subscribers pursuant to the Retail Offer is £3.0 million. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation (as defined below), or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Retail Offer is not being made into any Restricted Jurisdiction (as defined below) or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £250 per investor under the terms of the Retail Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Retail Offer is made, including the procedure for application and payment for Retail Offer Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for Retail Offer Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt. 

IMPORTANT NOTICES

This announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful (each a "Restricted Jurisdiction"). This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This announcement has not been approved by the London Stock Exchange. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The Retail Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in or into the United States.

All offers of the Retail Offer Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, (and including as such regulation forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) as amended from time to time (the "Prospectus Regulation") from the requirement to produce a prospectus. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

This announcement has been issued by, and is the sole responsibility of, the Company. The distribution of this announcement and/or the offering of the Retail Offer Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company and/or any of its directors, officers, employees, affiliates and/or agents that would, or which is intended to, permit an offering of the Retail Offer Shares in any jurisdiction or result in the possession or distribution of this announcement or any other offering or publicity material relating to Retail Offer Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Retail Offer Shares. Any investment decision to subscribe for Retail Offer Shares in the Retail Offer must be made solely on the basis of publicly available information, which has not been independently verified by the Company.

The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than 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.

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.

END