Placing and Directorate Change

Seeing Machines Limited

("Seeing Machines" or the "Company")

 

Placing with new strategic investor to raise AUD 12.8m (GBP 6.7m)

Change of Non-Executive Directors

·      Leading electronics manufacturer V S Industry takes a 12% stake

·      New shares issued at premium of 20% to market price*

22 March 2016

Seeing Machines Limited, (AIM: SEE), the AIM listed vehicle operator monitoring technology company, is pleased to announce that it has today raised AUD 12.8 million (approximately GBP 6.7 million**) from a placing with a new strategic investor, V S Industry Berhad (VSI) through its wholly owned subsidiary V S International Venture Pte. Ltd. (VSIV), a leading integrated electronics manufacturing services provider (the "Placing"), subject to admission to trading on AIM. 

* A total of 129,654,000 new ordinary shares in the Company (the "Placing Shares") have been placed with VSIV, at an issue price of 5.199 pence per share, which is a premium of 20% to the Company's 30-day volume-weighted average market price ended 16 March 2016.  VSIV's interest in 129,654,000 shares represents a stake of 12% in the Company's issued share capital following admission of the Placing Shares.

The investment from VSIV will provide the Company with additional working capital to enable it to fund the recently announced automotive programs and ongoing automotive product developments. On 7 March 2016 the Company announced that it had secured a follow-on order for its DMS technology from one of the world's largest automotive manufacturers, in conjunction with tier 1 automotive partner Takata. As previously announced, the Company continues to investigate the option to establish its automotive business as a separately-funded company. The Company and its advisors are advancing discussions with potential strategic investors and industry partners for this opportunity. 

V S Industry Berhad is a public listed company in Malaysia and Hong Kong, with over 34 years' experience of multi-product OEM contract manufacturing and electronics manufacturing services.  VSI is ranked in the world's top 50 contract manufacturers and counts among its customers or partners, Dyson, Keurig Green Mountain, Zodiac, SMART Technologies, Valeo and Fluidic Energy. The VSI group employs over 11,000 staff and in the 2015 financial year generated revenue of approximately AUD 640 million.

Seeing Machines anticipates future benefits for its range of Guardian aftermarket commercial transport products arising from VSI's extensive product engineering experience, broad manufacturing capability and from influential transport related contacts in their regions of operation.   

Mr Yong Kang (YK) Ng an Executive Director of VSI, joins the board of Seeing Machines as a non-executive director and Mr David Gaul, a non-executive director of the Company since 2004, retires from the board, both with effect from 22 March 2016.    

** Based on an exchange rate of AUD:GBP: 0.52766 as at 16:30 GMT on 21 March 2016.

Datuk SY Gan, Managing Director of VSI, commented:

"We recognise the safety vision industry, and in particular Seeing Machines' technology has a wide range of applications in the automotive advanced driving market. Our investment in Seeing Machines allows us to strategically position VSI in this space, and to participate as a collaborative Research and Development partner, which will bode well for our future growth."

Terry Winters, Seeing Machines' Chairman, commented:

"The board is very pleased to welcome VSI as a strategic investor, and YK Ng as a new non-executive director.  Their experience in value engineering and volume manufacturing will help guide Seeing Machines as we continue to scale up our business.  The funds raised from VSI will allow us to accelerate our momentum in the automotive industry.  There are enormous opportunities at the moment for our technology to become a critical part of the cars of the future.  We're continuing to work on how we can best take advantage of those opportunities to maximise value for our shareholders.

The board also extends its thanks and appreciation to retiring director Mr David Gaul for his many years of dedicated service to the Company. David's deep experience in the commercialisation of high tech products has added significantly to the governance of the Company over this time."

New Non-Executive Director

Mr YK Ng, aged 55, has extensive engineering and operations experience in the manufacturing sector with multinational corporations.  Based in Johor, Malaysia, Mr Ng has been managing the manufacturing operations of VSI since 2002 and was appointed as executive director in 2005.  Mr Ng has a Bachelor of Science in Mechanical Engineering from the National Taiwan University and a MBA from Heriot-Watt University in Edinburgh, UK. 

The following disclosures are required regarding YK Ng's appointment pursuant to Schedule Two paragraph (g) of the AIM Rules for Companies:

Current directorships and partnerships:

V S Industry Berhad

V S International Venture Pte Ltd

Serumi International Pte Ltd

Past directorships and partnerships held over the last 5 years: none. 

Mr YK Ng has no direct shareholding in the Company.  He will have an indirect interest in the Company by virtue of his direct and deemed (by virtue of his spouse) ownership of shares in V S Industry Berhad, being 0.086% of VSI's current issued share capital.

No further disclosure is required under AIM Rule 17 and paragraph (g) to Schedule Two of the AIM Rules with respect to Mr YK Ng.

Admission

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and admission is expected to occur on 29 March 2016.  The Placing Shares will rank equally in all respects with the existing ordinary shares of the Company. 

Total Voting Rights

Following the Placing, the total issued share capital of the Company will be 1,073,583,411 ordinary shares of no par value each. The Company does not hold any ordinary shares of the Company in treasury.  Accordingly, the total voting rights in the Company will be 1,073,583,411.

 

Enquiries:

Seeing Machines Limited		www.seeingmachines.com  / +61 2 6103 4700
Ken Kroeger, Managing Director and CEO		[email protected]
Media inquiries: Adrian Dean		[email protected]
	finnCap Ltd, Broker for Seeing Machines
	Ed Frisby / Emily Watts, Corporate Finance	+44 20 7220 0500
	Joanna Scott, Corporate Broking
	Newgate, Investment Communications for Seeing Machines
	Robyn McConnachie     Bob Huxford   Adam Lloyd	Tel: +44 20 7653 9852 / Mob: +44 7885 466 559 [email protected]   Tel: +44 20 7653 9848 / Mob: +44 7469 154 806 [email protected]   Tel: +44 20 7653 9842 / Mob: +44 7966 609 084 [email protected]

 

About Seeing Machines

Seeing Machines, (AIM: SEE) is focused on operator monitoring and intervention sensing technologies and services. With more than 15 years of experience, Seeing Machines uses advanced detection and prevention safety assistance technologies to track eye and facial movement in order to monitor fatigue, drowsiness and distraction events, such as microsleeps, texting and cell phone use as they occur, while providing for a real-time intervention strategy, which improves operator, driver and environmental safety, preserves assets, and reduces risk. Seeing Machines' technology is used worldwide across the automotive, mining, transport and aviation industries; as well as many of the leading academic research groups and transportation authorities. Seeing Machines is headquartered in Australia and has offices in Tucson, Arizona, Mountain View, California and Santiago, Chile. The Company counts Caterpillar, BHP Billiton, Freeport, Electro Motive Diesel, Boeing, Takata, SEMCo and Eye Tracking Inc among its customers or partners.