Seeing Machines Limited

Transcription

1 Seeing Machines Limited (incorporated and registered in Australia under the Corporations Act 2001 with registered number ABN ) Overseas Offer of new Ordinary Shares to Qualifying Participants 5 December 2014 THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL AMOUNTS INVESTED. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action that you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

2 If you have sold or otherwise transferred all of your registered holding of Ordinary Shares on or before 3 December 2014, please forward this document and the enclosed Application Form to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been, and will not be, approved by or filed with the FCA. In issuing this document, Seeing Machines Limited is relying on Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Details of this exemption are set out in Part II of this document. Applications in respect of the Overseas Offer from persons not falling within such exemption will be rejected and the Overseas Offer contained in this document is not capable of acceptance by such person. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of Field Fisher Waterhouse LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT, United Kingdom, from the date of this document to the date of admission of the Overseas Offer Shares. Application will be made to the London Stock Exchange for the Overseas Offer Shares to be admitted to trading on AIM and it is anticipated that dealings will commence on or around 15 January The Overseas Offer Shares have not and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ) and, subject to certain exceptions, may not be offered or sold or subscribed, directly or indirectly, within the United States, Canada, Japan, South Africa or New Zealand or to or by any US Person (as such term is defined in Regulation S promulgated under the Securities Act) or any national, resident or citizen of Canada, Japan, South Africa or New Zealand or any corporation, partnership or other entity created or organised under the laws thereof. 2

3 Contents Page Definitions 4 Expected Timetable for Overseas Offer 6 Overseas Offer Statistics 6 Part I Letter from the Chairman of Seeing Machines Limited 7 Part II Details of the Overseas Offer 10 Part III Terms and Conditions of the Overseas Offer 11 3

4 DEFINITIONS The following definitions apply throughout this document, unless the context requires otherwise: Admission AIM AIM Rules Application Form A$ Australian Offer Australian Offer Shares Computershare Company or SML CREST CREST Regulations Depositary Interest or DI Directors or the Board Enlarged Issued Share Capital Euroclear FCA Financial Promotion Order Fundraising Issue Price London Stock Exchange Maximum Allocation OEMs Overseas Offer Overseas Offer Shares Ordinary Shares the admission of the Overseas Offer Shares to trading on AIM becoming effective pursuant to Rule 6 of the AIM Rules the AIM market operated by the London Stock Exchange the AIM Rules for Companies published by the London Stock Exchange, as in force at the date of this document the application form in respect of the Overseas Offer accompanying this document Australian dollars, the lawful currency of Australia the offer of new Ordinary Shares to certain eligible Australian shareholders on or about the date of this document new Ordinary Shares to be issued pursuant to the Australian Offer Computershare Investor Services PLC, receiving agents to the Company and depositary for the DIs Seeing Machines Limited (ABN ) and whose registered office address is Level 1, 11 Lonsdale Street, Braddon, ACT 2602, Australia the Relevant System for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear is the Operator (as defined by the CREST Regulations) the Uncertificated Securities Regulations 2001 (as amended) (SI 2001/3755) the depositary interests issued by Computershare representing Ordinary Shares the board of directors of the Company the issued ordinary share capital of the Company as enlarged following the Fundraising and assuming the Australian Offer Shares and Overseas Offer Shares are taken up in full Euroclear UK & Ireland Limited, the operator of CREST the Financial Conduct Authority the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended the Placing, the Australian Offer and the Overseas Offer 5.5 pence (approximately A$0.10) per new Ordinary Share London Stock Exchange plc 18,181,818 new Ordinary Shares, being the maximum number of new Ordinary Shares which can be issued under the Overseas Offer and Australian Offer combined Original Equipment Manufacturers the offer of the Overseas Offer Shares on the terms and conditions set out in this document and the Application Form accompanying this document new Ordinary Shares to be issued to Qualifying Participants under the Overseas Offer ordinary shares of no par value in the Company or, where the context requires, DIs Placing the placing of the Placing Shares as announced on 4 December

5 Placing Shares the 102,963,652 new Ordinary Shares to be issued to placees pursuant to the Placing and p respectively pounds and pence sterling, the lawful currency of the United Kingdom Prospectus Rules Qualifying Participants the Prospectus Rules published by the FSA Shareholders on the register of members of the Company or the register of holders of DIs, as applicable, on the Record Date other than Shareholders resident in a Restricted Jurisdiction and any other jurisdiction in which it would be unlawful to offer the Overseas Offer Shares or the Overseas Offer would require to be approved by a regulatory body Record Date the record date in relation to the Overseas Offer, being 6.00 p.m. on 3 December 2014 Regulatory Information Service Relevant System Restricted Jurisdictions Shareholders UK or United Kingdom US or USA a service approved by the London Stock Exchange for the distribution to the public of AIM announcements has the meaning given in the CREST Regulations New Zealand, USA, Canada, the Republic of South Africa and Japan holders of Ordinary Shares or Depositary Interests, as applicable United Kingdom of Great Britain and Northern Ireland the United States of America, each state thereof, its territories and possessions, and all areas subject to its jurisdiction 5

6 EXPECTED TIMETABLE FOR OVERSEAS OFFER Record Date for the Overseas Offer 6.00 p.m. on 3 December 2014 Date of this document and posting of the Application Forms 5 December 2014 Latest time and date for receipt of completed Application Forms a.m. on 9 January 2015 The results of the Overseas Offer and Australian Offer announced by way of a Regulatory Information Service 14 January 2015 Admission of and commencement of dealings on AIM of the Overseas Offer Shares and the Australian Offer Shares 15 January 2015 CREST accounts expected to be credited for DIs in respect of the Overseas Offer Shares 15 January 2015 Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement on a Regulatory Information Service. References to time in this document are to London time unless otherwise stated. If you have any questions on how to complete the Application Form, please contact Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on from within the UK or if calling from outside the UK. Calls to the helpline number cost approximately ten pence per minute (including VAT) plus your service provider s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that calls to the helpline may be monitored or recorded and that the helpline is not able to advise on the merits of the matters set out in this document or provide any personal legal, financial or taxation advice. The Company's SEDOL code is B0SDC48 and ISIN code is AU0000XINAJ0. OVERSEAS OFFER AND AUSTRALIAN OFFER STATISTICS Number of Ordinary Shares in issue before the Fundraising 827,636,469 Placing Shares issued 102,963,652 Maximum Number of new Ordinary Shares to be issued pursuant to the Overseas Offer and the Australian Offer 18,181,818 Enlarged Issued Share Capital following the Fundraising 1 948,781,939 Maximum proceeds of the Overseas Offer and Australian Offer 1,000,000 1 Assuming full take up under the Overseas Offer and the Australian Offer. 6

7 PART I Letter from the Chairman Seeing Machines Limited (incorporated and registered in Australia under the Corporations Act 2001 with registered number ABN ) Directors: Terry Winters (Chairman) Ken Kroeger (Managing Director) David Gaul (Non-Executive Director) Michael Roberts (Non-Executive Director) Rudy Burger (Non-Executive Director) Jim Walker (Non-Executive Director) James Walker (Executive Director) Registered Office: Level 1 11 Lonsdale Street Braddon ACT 2612 Australia 5 December 2014 Dear Shareholder, Overseas Offer of new Ordinary Shares to Qualifying Participants Introduction On behalf of the Directors, it is my pleasure to offer you an opportunity to participate in an offer for subscription of new Ordinary Shares of Seeing Machines Limited at the Issue Price (being 5.5 pence per new Ordinary Share). As announced on 4 December 2014, in addition to the Overseas Offer, the Company proposes to raise additional funds from the following sources: Placing the placing of new Ordinary Shares at per share with institutional investors in the UK and Europe by finncap Ltd. on behalf of the Company to raise 5.66 million (or approximately A$10.5 million), subject to certain conditions being met as outlined in the announcement on 4 December 2014; and Australian Offer a conditional opportunity to eligible Shareholders in Australia to apply to participate in a new issue of Ordinary Shares at an issue price of A$0.10, being the A$ equivalent of per Ordinary Share. The maximum amount to be raised under the Australian Offer and the Overseas Offer combined is limited to 1 million. Further details in respect of the Overseas Offer are set out in Part II of this document. Background to the Fundraising and use of funds The Company is a leading supplier of Driver/Operator Safety Monitoring technology and services, and is developing technology for next-generation Advanced Driver Assistance Systems (ADAS). Headquartered in Australia, with offices in USA and Chile, the Company has grown strongly over the last year, with revenue increasing by 39 percent to A$17.7 million (or 9.6 million) for the year to 30 June 2014, and staff numbers doubling to more than 100. The Company is partnering with major OEMs for product development and sales in large global markets, including: Caterpillar the world s largest mining equipment supplier and one of the largest rail suppliers; Takata one of the world s leading automotive safety suppliers; Samsung the world s largest mobile device manufacturer. The Company remains focused on expanding market share and driving long-term revenue growth in its six strategic markets - automotive, commercial fleet, mining, rail, consumer electronics and aviation. The funds raised through the Fundraising will allow the Company to pursue these opportunities, in particular to accelerate 7

8 its engagement with a number of global car makers to develop driver monitoring systems for passenger cars, and to launch a new driver safety product for the commercial fleet market. Working with its partner Takata, the Company plans to aggressively pursue the rapidly growing number of ADAS opportunities presented by global car makers. Proceeds from the Fundraising will be used to expand engineering resources for the Company s OEM core technology, to begin several new OEM projects expected to commence in FY15, and for potential further new OEM projects beyond June The Company is also developing a new aftermarket driver safety solution specifically for on road commercial fleets, to be launched in April The Company has received strong interest in this product from existing customers and potential distributors. Proceeds from the Fundraising will be committed to purchasing a significant level of initial inventory, and to expand sales and marketing. The Company s financial profile will continue to evolve with this strategic investment. Our revenue sources are expected to diversify: from mining to many markets; from direct sales to many sales channels; and from hardware sales to a mix of product sales, recurring fees and licence fees / royalties. Revenue is expected to continue to grow from FY14, weighted towards the second half of the current financial year, with a meaningful contribution from sales of the new product for the commercial fleet market in the year ending 30 June Impacts of softness in the mine site industry, below the major producers, will continue to be mitigated by the marketing of DSS for non-haul trucks. The planned investment in new markets and capabilities will mean a higher EBIT loss in the near term. The Company will continue to build its resources and assess strategic options to accelerate its product portfolio and long term revenue growth. The Board believes that the Fundraising is in the best interests of all Shareholders and can place the Company in a stronger position to capitalise on the significant global opportunities for its products. The investor presentation relating to the Fundraising is available at The Overseas Offer The Company considers it important that Shareholders have an opportunity to participate in the Fundraising on equivalent terms and conditions to the Placing. The Company intends to issue a maximum of 18,181,818 new Ordinary Shares under the Australian Offer and Overseas Offer combined. Qualifying Participants are invited to apply for new Ordinary Shares and to specify the desired number in the Application Form, which cannot be less than 50,000 or greater than 5,000,000 Overseas Offer Shares. Subscribers of the Placing Shares have agreed not to participate in the Overseas Offer. The Company intends to raise a maximum of 1 million in connection with the Australian Offer and the Overseas Offer, which would involve an issue of up to an aggregate of 18,181,818 new Ordinary Shares. The number of Placing Shares issued by the Company is fixed at 102,963,652, to raise 5.66 million. The Board reserves the right to accept, reject or partially accept (or "scale back") applications in its absolute discretion. Should the aggregate applications under the Australian Offer and the Overseas Offer exceed the cap of 1 million, the Board's present intention is to "scale back" applications as set out below. Alternatively, if there is a shortfall under the Australian Offer, the Board proposes to issue any shortfall to Qualifying Participants under the Overseas Offer up to the aggregate cap of the Australian Offer and the Australian Offer, and otherwise on the terms set out below: The Board does not intend for any Qualifying Participant to be issued with less than 50,000 Overseas Offer Shares. In addition, no Overseas Offer Shares will be issued to Qualifying Participants if such issue would involve or result in a breach of the AIM Rules or any applicable law. Otherwise, Qualifying Participants will have their applications scaled back proportionately so that the Overseas Offer and the Australian Offer do not exceed the cap of 1 million. If necessary, applicants for Australian Offer Shares will have their applications scaled back in accordance with the terms of the Australian Offer document. The Board reserves the right to offer any shortfall under the aggregate cap of the Australian Offer and the Overseas Offer to Qualifying Participants under the Overseas Offer. Excess applications under one offer will be applied to meet any shortfall under the other offer up to the cap of 1 million. The paragraphs above represent only the Board's present intention with respect to how it proposes to "scale back" applications and issue shares under any shortfall, and the Board reserves the right to accept, reject or partially accept applications and issue shares under any shortfall in its absolute discretion. In order to apply for Overseas Offer Shares, Qualifying Participants should complete the enclosed Application Form and return it, with the appropriate remittance, to Computershare Investor Services PLC in accordance with the instructions set out on the form. The completed Application Form, with payment in full, must be received no later than a.m. on 9 January Any Qualifying Participant who is a Depositary Interest holder applying for Overseas Offer Shares under the Overseas Offer hereby agrees that, if their application is successful, any such Overseas Offer Shares will be issued to Computershare Clearing Pty Ltd who will hold them pursuant to the terms of the SML depositary 8

9 interest trust deed and will credit the Depositary Interest holder's account in CREST with the applicable number of Depositary Interests. All other Qualifying Participants whose applications are successful will receive certificated Ordinary Shares. The Overseas Offer is not being underwritten. The Fundraising is not subject to shareholder approval. Actions to be taken Qualifying Participants wishing to participate in the Overseas Offer should carefully read the Application Form and accompanying instructions and send completed Application Forms along with the appropriate remittance to Computershare at the address specified in the instructions. More information about the Company and our recent activities, including our announcements and financial reports, is available at the Company's website, On behalf of the Board, I invite you to consider subscribing for new Ordinary Shares in the Overseas Offer. I take this opportunity to thank you for your ongoing support of the Company. Yours faithfully, Terry Winters Chairman 9

10 PART II Details of the Overseas Offer The Overseas Offer The Overseas Offer comprises an offer to Qualifying Participants of the Overseas Offer Shares with the maximum number of Ordinary Shares to be issued under the Overseas Offer and Australian Offer limited to the Maximum Allocation. Qualifying Participants can apply for no less than 50,000 nor more than 5,000,000 Overseas Offer Shares. However, the Directors reserve the right to exercise their discretion in the allocation of successful applications, including, without limitation, to ensure that the Maximum Allocation is not exceeded. The Overseas Offer is only open to Qualifying Participants and, save as set out in the preceding paragraph, maximum and minimum subscriptions are as set out therein. Qualifying Shareholders who are joint shareholders may only apply for Overseas Offer Shares as joint applicants. The Overseas Offer is conditional on Admission occurring on 15 January 2015 (or such later date, being not later than 30 January 2015, as the Company may decide). If Admission has not occurred by such time and date, applications are expected to be returned without interest by crossed cheque in favour of the applicant(s) (at the applicant's risk) through the post as soon as practicable. Any interest earned on the application monies will be retained for the benefit of the Company. The Overseas Offer will close at a.m. in London on 9 January 2015 unless previously closed or extended. The Overseas Offer is not being underwritten. The Application Form and accompanying procedure for application sets out, in detail, how Qualifying Participants may participate under the Overseas Offer. Applications must be made on the terms and conditions set out in Part III of this document and in the Application Form and by duly completing and returning the Application Form and appropriate remittance. Dealings and Settlement on AIM The Overseas Offer Shares will be allotted and issued fully paid and will, on issue, rank pari passu with the existing Ordinary Shares, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of issue together with all rights attaching to them and free from all liens, charges and encumbrances of any kind. Application will be made to the London Stock Exchange for the Overseas Offer Shares to be admitted to trading on AIM. Admission to trading on AIM is expected to occur at 8.00 a.m. on 15 January Prospectus Rules and Financial Promotion Order Since the number of Ordinary Shares to be issued under the Overseas and Australian Offers is limited to the Maximum Allocation, the Overseas Offer does not constitute an offer of transferable securities to the public within the meaning of the Prospectus Rules, and as such this document does not constitute a prospectus. Furthermore, this document is exempt from the general restriction contained in section 21 of the Financial Services and Markets Act 2000 (as amended) relating to the communication of invitations or inducements to engage in investment activity on the grounds that it is being made available by the Company only to Qualifying Participants. Accordingly, the Overseas Offer is only capable of being accepted by Qualifying Participants. As this document relies on the exemption set out in Article 43 of the Financial Promotion Order (non real time communications by or on behalf of a body corporate to members of that body corporate), it has not been drawn up in accordance with the FCA's Handbook or its Conduct of Business Sourcebook. 10

11 PART III (a) (b) (c) Terms and Conditions of the Overseas Offer The contract created by the acceptance by the Company (at the discretion of the Directors) of applications from Qualifying Participant(s) under the Overseas Offer is conditional upon Admission occurring on 15 January 2015 (or such later date, being not later than 30 January 2015, as the Company may decide). The right is reserved by the Company to present all cheques and bankers' drafts for payment on receipt on which no interest will be payable to the applicant(s) and to retain surplus application monies pending clearance of successful applicants' cheques. The Company also reserves the right to reject, in whole or in part, any application. If any application is not accepted in full or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof, will be returned by crossed cheque in favour of the applicant(s), through the post at the sole risk of the person entitled thereto on which no interest will be payable, within seven days of the closing of the Overseas Offer. By completing and delivering an Application Form each Qualifying Participant who applies for Overseas Offer Shares: (i) (ii) (iii) (iv) (v) (vi) (vii) offers to subscribe for the amount of Overseas Offer Shares specified in such applicant's Application Form (or such lesser amount for which such applicant's application is accepted) on the terms of, and subject to, this document, including (without limitation) these terms and conditions, and the constitution of the Company and the terms and conditions set out in the Application Form; represents and agrees that, in consideration of the Company agreeing that it will not prior to the closing date of the Overseas Offer issue any Overseas Offer Shares to any person other than by means of the procedures referred to in this document, such applicant's application shall not be revoked and this paragraph shall constitute a collateral contract between such applicant and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand) on receipt by, Computershare of such applicant's Application Form; represents and warrants that such applicant's remittance will be honoured on first presentation and agree that, if it is not so honoured, such applicant will not be entitled to receive the Overseas Offer Shares applied for unless and until such applicant makes payment in cleared funds for such Overseas Offer Shares and such payment is accepted by the Company in its absolute discretion (which acceptance may be on the basis that such applicant indemnifies the Company against all costs, damages, losses, expenses and liabilities arising out of, or in connection with, the failure of such applicant's remittance to be honoured on first presentation) and such applicant agrees that, at any time prior to the unconditional acceptance by the Company, the Company may (without prejudice to any other rights(s)) avoid the agreement to issue such Overseas Offer Shares and may issue such Overseas Offer Shares to some other person, in which case such applicant will not be entitled to any payment in respect of such Overseas Offer Shares; agrees that, in respect of those Overseas Offer Shares for which such applicant's application has been received and is not rejected, acceptance of such applicant's application shall be constituted, at the election of the Company, by notification of acceptance thereof to Computershare; agrees that any monies returnable to such applicant may be retained by Computershare pending clearance of such applicant's remittance and the completion of any verification of identity required by the Money Laundering Regulations 2007 and/or any amendment, modification, and/or reenactment of the same and that such monies will not bear interest; agrees that, in the case of Depositary Interest holders only, if such applicant's application is successful, any Overseas Offer Shares to be issued to such applicant will be issued to Computershare Clearing Pty Ltd who will hold them pursuant to the terms of the SML depositary interest trust deed and will credit such applicant's CREST account with the applicable number of Depositary Interests; authorises Computershare to credit the appropriate CREST account in respect of the number of Overseas Offer Shares, or DIs in respect of such Overseas Offer Shares, for which such applicant's application is accepted and/or to send a crossed cheque for any monies returnable, by post, at the sole risk of the person entitled thereto, to the address of the person named as the applicant in the Application Form; (viii) represents and warrants that, if such applicant signs an Application Form on behalf of somebody else, such applicant has due authority to do so on behalf of that other person and such person will 11

12 (d) (e) (ix) (x) (xi) (xii) also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose such applicant's power of attorney or a copy thereof duly certified by a solicitor with the Application Form; agrees that all applications, acceptances of applications and contracts resulting therefrom under the Overseas Offer shall be governed by and construed in accordance with English law, and that such applicant submits to the jurisdiction of the English Courts and agrees that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction; confirms that, in making such application, such applicant is not relying on any information, representation and/or warranty in relation to the Company other than the information contained in this document and accordingly such applicant agrees that no person responsible solely or jointly for this document or any part thereof or involved in the preparation thereof shall have any liability for any such other information, representation and/or warranty; agrees that, having had the opportunity to read this document, such applicant shall be deemed to have had notice of all information and representations concerning the Company contained herein; in the case of any Qualifying Participant who is a joint Shareholder, agrees that such joint Shareholder applicant may only apply for Overseas Offer Shares as joint applicants; (xiii) confirms, represents and warrants that such applicant has read and complied with paragraph (d) below; (xiv) represents and warrants that such applicant is not resident in a Restricted Jurisdiction; (xv) represents and warrants that such applicant is not a person who, by virtue of being resident in, or a citizen of, any country outside the United Kingdom, is prevented by the law of any relevant jurisdiction from lawfully applying for Overseas Offer Shares; (xvi) represents and warrants that such applicant is a Qualifying Participant and that such applicant is not (and is not applying as a nominee or agent of) a person liable to pay higher rate stamp duty under section 93 or section 96 of the Finance Act 1986 and/or tax under the Stamp Duty Reserve Tax Regulations 1986; (xvii) confirms, represents and warrants that such applicant has read the restrictions contained in paragraph (e) below and represents and warrants as provided therein; (xviii) represents and warrants that such applicant is not under the age of 18; (xix) represents and warrants that such applicant is a person of the kind described in Article 43 of the Financial Promotion Order, being a Shareholder at the Record Date; and (xx) agrees that all documents and cheques sent by post, by or on behalf of the Company or Computershare, will be sent at the risk of the person(s) entitled thereto. No person receiving a copy of this document and/or any Application Form in any territory may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including (without limitation) obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory. The Overseas Offer Shares have not been and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorised passed upon or endorsed the merit of the Overseas Offer or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Overseas Offer Shares have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the Securities Act ) or under the securities laws of any state or other jurisdiction in the United States, neither do they qualify for distribution under any of the relevant securities laws of any other Restricted Jurisdiction, nor has any prospectus in relation to the Overseas Offer Shares been lodged with or registered by the Australian Securities and Investments Commission. Persons subscribing for Overseas Offer Shares shall be deemed, and (unless the Company is satisfied that Overseas Offer Shares can be issued without breach of security laws, including (without limitation) those of any Restricted Jurisdiction) shall be required, to represent and warrant to the Company that they are not a person in the United States and that they are not subscribing for such Overseas Offer Shares for the account of any such person and will not offer, sell, 12

13 (f) (g) renounce, take up, transfer or deliver, directly or indirectly, such Overseas Offer Shares in the United States or to any such person or in or into any other Restricted Jurisdiction. Applicants are encouraged to submit their Application Forms early. In the event that applications are received under the Overseas Offer and the Australian Offer for an amount in excess of the Maximum Allocation, the Directors reserve the right to exercise their discretion in the allocation of successful applications. The right is also reserved to reject in whole or in part any application or any part thereof for any reason whatsoever, including (without limitation) a breach of any of the terms, conditions, representations and/or warranties set out in this document and/or the Application Form and to treat as valid any application not in all respects completed in accordance with the instructions relating to the Application Form. Save where the context otherwise requires, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto. 13

14 THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL AMOUNTS INVESTED. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action that you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. SEEING MACHINES LIMITED QUALIFYING PARTICIPANT(S) APPLICATION FORM FOR NEW ORDINARY SHARES UNDER THE OVERSEAS OFFER This Application Form for Overseas Offer Shares is for use by the Qualifying Participants in Seeing Machines Limited named in Part 1 below. This Application Form should be read in its entirety and in conjunction with, and is subject to, the detailed provisions contained in the circular issued by Seeing Machines Limited on 5 December 2014 (the "Circular") which is hereby incorporated into this Application Form. Capitalised terms used in this Application Form shall bear the same meaning as those terms bear in the Circular unless otherwise defined in this Application Form. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been, and will not be, approved by or filed with the FCA. In issuing this document, Seeing Machines is relying on Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Details of this exemption are set out in Part II of the Circular. Applications in respect of the Overseas Offer from persons not falling within such exemption will be rejected and the Overseas Offer is not capable of acceptance if made by such persons. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of Field Fisher Waterhouse LLP, Riverbank House 2 Swan Lane, London EC4R 3TT from the date of this document to the date of admission of the Overseas Offer Shares. If you wish to apply for Overseas Offer Shares under the Overseas Offer, please complete and return this Application Form by one of the methods below: By post Computershare Investor Services PLC Corporate Actions Projects Bristol, BS99 6AH United Kingdom By hand (during normal business hours only) Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS13 8AE United Kingdom The completed Application Form, with payment in full, must be received no later than a.m. on 9 January If you do not wish to apply for Overseas Offer Shares, do not complete and return this form. IMPORTANT: Before completing this Application Form, you should read the notes set out in the "Procedure for Application" section of this document and Part III (Terms and Conditions of the Overseas Offer) of the Circular which are hereby incorporated into this Application Form. You must complete Parts 1B, 2 and 3 and, if necessary, Part 1A. Where shares are held in joint names then joint applicants must also complete Part 3. THIS APPLICATION FORM AND THE CIRCULAR SHOULD NOT BE VIEWED AS, AND IS NOT, FINANCIAL ADVICE AND THE DIRECTORS ARE NOT MAKING ANY RECOMMENDATION TO QUALIFYING PARTICIPANTS IN RELATION TO TAKING UP THE OVERSEAS OFFER. QUALIFYING APPLICANTS SHOULD BE AWARE THAT THE OVERSEAS OFFER IS CONDITIONAL UPON ADMISSION OF THE OVERSEAS OFFER SHARES TO TRADING ON AIM BY THE TIME AND DATE SET OUT IN THE CIRCULAR. Any Qualifying Participant who is in a jurisdiction outside of the United Kingdom is advised to consult a professional adviser immediately. Any Qualifying Participant who is in any doubt as to his or her taxation position should consult a professional adviser without delay. If you have any questions on how to complete the Application Form, please contact Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on from within the UK or if calling from outside the UK. Calls to the helpline number cost approximately ten pence per minute (including VAT) plus your service provider s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that calls to the helpline may be monitored or recorded and that the helpline is not able to advise on the merits of the matters set out in this document or provide any personal legal, financial or taxation advice v1 1

15 OFFER FOR SUBSCRIPTION SEEING MACHINES LIMITED This form should be read in conjunction with the Circular dated 5 December 2014 Part 1: Shareholder Information: 1A Changed Address? If your address details, opposite, are incorrect or incomplete, please insert the correct details below: Post Code: House Number: Address:.. CREST PARTICIPATION ID: CREST MEMBER ACCOUNT ID: SRN: 1B Please insert a daytime telephone number in case of a query in connection with this offer: Part 2: Application TO: Seeing Machines Limited ("Company") and Computershare Investor Services PLC I/We the person(s) detailed in Part 1 above offer to subscribe for the Overseas Offer Shares completed in the box below, subject to the terms and conditions of application set out in this Application Form and the Circular and subject to the constitution of the Company. Write in figures, the number of Overseas Offer Shares that you wish to apply for at the Issue Price of 5.5 pence per share subject to a minimum of 50,000 shares and a maximum of 5,000,000 shares Please enter the amount to be applied for in GBP. Shareholders can apply for any amount from 2,750 (50,000 shares * the Issue Price) up to a maximum of 275,000 (5,000,000 shares * the Issue Price) but may be scaled back PART 3: Shareholder (s) Signature(s) By signing this form I/WE HEREBY DECLARE THAT: (i) (ii) (iii) I/We have received and read the Circular and have read the Terms and Conditions of application set out in Part III of the Circular and agree to be bound by them; I/We will be the beneficial owners(s) of the Ordinary Shares issued to me/us pursuant to the Overseas Offer; and to the best of my/our knowledge and belief the particulars I/we have given to the Company and the Registrars are correct v1 2

16 Application made by a company should be signed by two directors or a director, company secretary and/or witness, in spaces 1 and 2 below stating their position. Signature(s) Name of Shareholder(s) Date of Signature(s) Shareholder 1 Shareholder 2 Shareholder 3 Payments Cheques or Bankers Draft X Pin or staple your cheque or banker's draft here for the exact amount you have inserted in to the box in Part 2 above made payable to "Computershare re Seeing Machines Limited A/C" and crossed "A/C Payee" v1 3

17 PROCEDURE FOR APPLICATION Before completing the application form, ALL QUALIFYING PARTICIPANT(S) should read notes 1-4 and 6-11 below. 1. Application JOINT QUALIFYING PARTICIPANTS should also read note 5 below Fill in (in figures) in the boxes in Part 2 the number of Overseas Offer Shares and the amount (in pounds sterling) payable for such Overseas Offer Shares that you wish to apply for under the Overseas Offer. Your application can be for any number of Overseas Offer Shares subject to a minimum of 50,000 shares and a maximum of 5,000,000 shares, but in the event that the aggregate applications for Overseas Offer Shares and for Australian Offer Shares exceed the Maximum Allocation then the Directors will scale back applications at their discretion. Please note that this Application Form is personal and cannot be assigned or transferred. An Application Form once made shall be irrevocable and may not be withdrawn. 2. Personal details Please check carefully your personal details set out in Part 1. If these details are incorrect, please insert your correct name and address in Part 1A. If you have changed your name you should forward your marriage certificate or deed poll for noting. If the name is incorrect you should send a letter from your bank, stockbroker or solicitor to accompany this Application Form confirming that the person described on this Application Form and the person who has signed it are one and the same. All original documents will be returned by post as soon as possible but at your sole risk. 3. Signature The Qualifying Participant in Part 1 must date and sign Part 3. This Application Form may be signed by another person on behalf of a Qualifying Participant if that person is duly authorised to do so under a power of attorney. The original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) must be enclosed for inspection with this duly completed Application Form. A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated. 4. How to pay Attach a cheque or bankers draft for the amount written in the box in Part 2. Payments must be made by cheque or bankers' draft in pounds sterling drawn on a branch in the United Kingdom of a bank or building society and bear a UK bank sort code number in the top right hand corner. Cheques, which must be drawn on your personal account where you have sole or joint title to the funds, should be made payable to Computershare re: Seeing Machines Limited a/c. Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the building society cheque/ bankers' draft to such effect. The account name should be the same as that shown on this Application Form v1 4

18 By returning this Application Form with your remittance you warrant that your cheque or bankers' draft (which the Company reserves the right to have presented on receipt) will be honoured on first presentation. The Company may elect not to treat as invalid acceptances in respect of which cheques or bankers' drafts are not so honoured. United Kingdom Money Laundering Regulations 2007 Applications in excess of 15,000 Under the Money Laundering Regulations 2007, Computershare may be required to check the identity of persons who subscribe for more than the sterling equivalent of 15,000 of Overseas Offer Shares. Computershare may therefore undertake electronic searches for the purposes of verifying identity. To do so Computershare may verify the details against your identity, but may also request further proof of identity. Computershare reserve the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to its satisfaction. If satisfactory evidence of identity has not been obtained within a reasonable time and in any event by close of business at a.m. on 9 January 2015, your application may not be accepted. 5. Joint Qualifying Participants All joint Qualifying Participants must complete and sign Part 3. Another person may sign on behalf of any joint Qualifying Participant if that other person is duly authorised to do so under a power of attorney. The original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) must be enclosed for inspection with this duly completed Application Form. Certificates, cheques or other correspondence will be sent at your sole risk to the address in Part 1 or; if different, subject to applicable law and/or regulation, the address in Part 1A. 6. Change of address If the address printed in Part 1 is incorrect, please complete Part 1A with the correct address. Cheques or other correspondence will, subject to applicable law and/or regulation, then be sent to the address stated by you. 7. Contact telephone number Insert in Part 1B a daytime contact telephone number, including STD in case of any queries regarding your application. 8. Instructions for delivery of completed Application Forms This Application Form should be completed and returned to Computershare Investor Services PLC by the methods set out on the front page of this form, so as to be received by no later than a.m. on 9 January 2015, together; in each case, with payment in full in respect of your application. If you post your completed Application Form, you are recommended to use first class post and to allow at least three business days for delivery. Application Forms received after a.m. on 9 January 2015 may be unsuccessful and may be returned. Any remittance not accepted shall be sent at your sole risk to the address in Part 1 or, if different, subject to applicable law and/or regulation, the address in Part 1A v1 5

19 9. Settlement of Overseas Offer Shares in CREST Any Qualifying Participant who is a holder of Depository Interests applying for Overseas Offer Shares will, if successful, receive Depository Interests which will be deposited in CREST. Where applicable, the Overseas Offer Shares will be delivered through CREST and credited to the CREST stock account having the CREST participant and member account ID shown in Part Depository Interest holders Depository Interest holders applying for Overseas Offer Shares under the Overseas Offer hereby agree that, if their application is successful, any such Overseas Offer Shares will be issued to Computershare Clearing Pty Ltd who will hold them pursuant to the terms of the SML depositary interest trust deed and will credit the Depository Interest holder's accounts in CREST with the applicable number of Depository Interests. 11. Holders of certificated shares Qualifying Participants who are not holders of Depository Interests will, if successful, receive certificated Ordinary Shares. Certificates will be issued in the name of the holder shown in Part 1 and will be mailed to the address in Part 1 or; if different, subject to applicable law and/or regulation, the address in Part 1A v1 6

20 THE CONTENT OF THIS PROMOTION HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). RELIANCE ON THIS PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL AMOUNTS INVESTED. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action that you should take, you should immediately seek your own financial advice from your stockbroker, bank manager, solicitor or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom or, if not, another appropriately authorised independent financial adviser. SEEING MACHINES LIMITED QUALIFYING PARTICIPANT(S) APPLICATION FORM FOR NEW ORDINARY SHARES UNDER THE OVERSEAS OFFER This Application Form for Overseas Offer Shares is for use by the Qualifying Participants in Seeing Machines Limited named in Part 1 below. This Application Form should be read in its entirety and in conjunction with, and is subject to, the detailed provisions contained in the circular issued by Seeing Machines Limited on 5 December 2014 (the "Circular") which is hereby incorporated into this Application Form. Capitalised terms used in this Application Form shall bear the same meaning as those terms bear in the Circular unless otherwise defined in this Application Form. This document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been, and will not be, approved by or filed with the FCA. In issuing this document, Seeing Machines is relying on Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. Details of this exemption are set out in Part II of the Circular. Applications in respect of the Overseas Offer from persons not falling within such exemption will be rejected and the Overseas Offer is not capable of acceptance if made by such persons. Copies of this document will be available free of charge during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at the offices of Field Fisher Waterhouse LLP, Riverbank House 2 Swan Lane, London EC4R 3TT from the date of this document to the date of admission of the Overseas Offer Shares. If you wish to apply for Overseas Offer Shares under the Overseas Offer, please complete and return this Application Form by one of the methods below: By post Computershare Investor Services PLC Corporate Actions Projects Bristol, BS99 6AH United Kingdom By hand (during normal business hours only) Computershare Investor Services PLC The Pavilions, Bridgwater Road Bristol, BS13 8AE United Kingdom The completed Application Form, with payment in full, must be received no later than a.m. on 9 January If you do not wish to apply for Overseas Offer Shares, do not complete and return this form. IMPORTANT: Before completing this Application Form, you should read the notes set out in the "Procedure for Application" section of this document and Part III (Terms and Conditions of the Overseas Offer) of the Circular which are hereby incorporated into this Application Form. You must complete Parts 1B, 2 and 3 and, if necessary, Part 1A. Where shares are held in joint names then joint applicants must also complete Part 3. THIS APPLICATION FORM AND THE CIRCULAR SHOULD NOT BE VIEWED AS, AND IS NOT, FINANCIAL ADVICE AND THE DIRECTORS ARE NOT MAKING ANY RECOMMENDATION TO QUALIFYING PARTICIPANTS IN RELATION TO TAKING UP THE OVERSEAS OFFER. QUALIFYING APPLICANTS SHOULD BE AWARE THAT THE OVERSEAS OFFER IS CONDITIONAL UPON ADMISSION OF THE OVERSEAS OFFER SHARES TO TRADING ON AIM BY THE TIME AND DATE SET OUT IN THE CIRCULAR. Any Qualifying Participant who is in a jurisdiction outside of the United Kingdom is advised to consult a professional adviser immediately. Any Qualifying Participant who is in any doubt as to his or her taxation position should consult a professional adviser without delay. If you have any questions on how to complete the Application Form, please contact Computershare Investor Services PLC between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays) on from within the UK or if calling from outside the UK. Calls to the helpline number cost approximately ten pence per minute (including VAT) plus your service provider s network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that calls to the helpline may be monitored or recorded and that the helpline is not able to advise on the merits of the matters set out in this document or provide any personal legal, financial or taxation advice v1 1