SEE Seeing Machines Limited

23 December 2024

Seeing Machines Limited

 Seeing Machines secures £26.2 (US$32.8) million strategic investment from Mitsubishi Electric Mobility as part of collaboration agreement

Investment underpinned by significant growth opportunities in the Japanese Automotive segment, Aftermarket distribution in North America, Japan and Europe and new adjacent markets

Seeing Machines Limited (AIM: SEE, "Seeing Machines", the "Group" or the "Company"), the advanced computer vision technology company that designs AI-powered operator monitoring systems to improve transport safety, announces that it has entered into a collaboration agreement (the "Collaboration Agreement") with Mitsubishi Electric Mobility Corporation ("Mitsubishi Electric Mobility"), a global leader in the design and manufacture of automotive products and technologies, to pursue joint growth opportunities in the supply of driver and occupant monitoring system ("DMS" and "OMS" respectively) technology solutions to enhance safety in Automotive. Mitsubishi also becomes a significant investor in Seeing Machines, following a subscription agreement entered into on 23 December 2024 raising gross proceeds of approximately £26.2 (US$32.8) million (the "Subscription Agreement") to enhance the Group's balance sheet and provide funding for further growth. The Subscription Agreement represents 15% of Seeing Machines' issued share capital prior to the issue of New Ordinary Shares.

Highlights:

-     Collaboration Agreement to facilitate joint Automotive business opportunities in Japan

-     Companies to jointly access Aftermarket growth in North America, Europe and Japan, leveraging Guardian Generation 3 and Mitsubishi Electric Mobility's global aftermarket distribution channel

-     Collaboration Agreement leverages Seeing Machines' proprietary IP to assess and enter new adjacent markets where Mitsubishi Electric Mobility has a leadership position

-     Alongside the Collaboration Agreement, Mitsubishi Electric Mobility has invested in Seeing Machines via the Subscription Agreement, raising gross proceeds of £26.2 (US$32.8) million, at a premium of 12% to the 30-day VWAP

-     Investment further strengthens balance sheet and provides capacity to focus on growth opportunities across new markets within existing transport segments

-     Mitsubishi Electric Mobility to increase holding to 19.9% through acquisition of additional shares via secondary transaction

Unique opportunity to seize growth with world class partner

The Collaboration Agreement will focus on Automotive opportunities in Japan, where Mitsubishi Electric Mobility has achieved success with its DMS. As a partner of Mitsubishi Electric Mobility, Seeing Machines expects to accelerate its driver and occupant monitoring technology adoption with Japanese OEMs (original equipment manufacturers), who are increasingly responding to global regulatory and NCAP trends, starting with a new wave of Automotive business tenders expected to settle throughout 2025.  

In Aftermarket, Seeing Machines and Mitsubishi Electric Mobility will work together to drive increased sales of Guardian Generation 3 in Japan, Europe and North America, leveraging Mitsubishi Electric Mobility's significant Aftermarket distribution network and customer base. This joint effort is expected to accelerate the Company's path to profitability.

Additionally, Seeing Machines and Mitsubishi Electric Mobility will pursue opportunities in adjacent markets where Mitsubishi Electric Mobility already has a strong established position. The opportunity to collaborate will allow Seeing Machines to begin expansion into new regions while maintaining its focus on growth and delivery across core transport segments, with the ultimate goal of getting people home safely, delivering shareholder value and becoming a successful, profitable business.

Kunihiko Kaga, President & CEO of Mitsubishi Electric Mobility, stated: "Mitsubishi Electric Mobility has been collaborating with excellent partners, expecting technological synergies in the CASE ("Connected", "Autonomous", "Shared & Service", "Electric")-related business, which has great market potential. We position this partnership with Seeing Machines as part of this strategy and are confident that by combining the strengths of both companies, we will be able to provide the market with new and attractive products. We are very pleased to be taking on a new business challenge with Seeing Machines, our best partner, in the rapidly growing DMS market."

Paul McGlone, CEO of Seeing Machines, stated:

"This is a pivotal partnership in our approach to strategically align with a number of key, industry leading Automotive Tier-1s with high capability, complementary strengths and market focus in the DMS/OMS space. We have been working closely with our new colleagues at Mitsubishi Electric Mobility and the synergy is clear: promising significant benefits for both of our businesses. We have carefully considered this investment in Seeing Machines to ensure that we remain focused on supporting our existing key customers and programs across our transport focused businesses, while we accelerate growth in currently under-served markets and together explore new opportunities in adjacent industries."

Subscription Agreement - Further details

Seeing Machines has issued 640,746,822 new ordinary shares of nil par value each (the "New Ordinary Shares") to Mitsubishi Electric Mobility at a price of 4.09 pence per New Ordinary Share, raising gross proceeds of approximately £26.2 million (US$32.8) million (the "Placing").

The net proceeds of the Placing, issued at a 12% premium to the 30-day VWAP of Seeing Machines' existing shares for the period ending 19 December 2024, will unlock new growth opportunities, specifically for Automotive expansion in Japan and to accelerate joint sales of Guardian to support the Company's Aftermarket business across multiple geographies.

The Subscription represents 15% of the Company's issued share capital as at today's date, prior to the New Ordinary Shares being admitted to AIM for trading. The Company also understands that Mitsubishi Electric Mobility has entered into an agreement to acquire additional shares from Lombard Odier Asset Management and VS International Venture, the largest and second largest shareholders respectively of the Company, to increase its holding to 19.9%. Mitsubishi Electric Mobility's ownership level is restricted to 19.9% in accordance with the Australian Corporations Act and the Agreement between the parties restricts the ability to incrementally increase thereafter other than under certain agreed circumstances.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will occur and dealings will commence in the New Ordinary Shares at or around 8.00 a.m. on 24 December 2024.

Total Voting Rights

Following Admission, the Company's issued and fully paid share capital will consist of 4,912,392,305 ordinary shares, all of which carry one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 4,912,392,305. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

This announcement contains inside information under the UK Market Abuse Regulation. The person responsible for arranging for the release of this announcement on behalf of the Company is Paul McGlone, CEO.

Enquiries:

About Seeing Machines (AIM: 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 is revolutionizing global transport safety. Its 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.

www.seeingmachines.com

About Mitsubishi Electric Mobility's DMS Business

Mitsubishi Electric Mobility has been committed to the development and commercialization of DMS technology from an early stage, with the goal of achieving "Zero Traffic Fatalities". Mitsubishi Electric Mobility possess hardware design and manufacturing technologies, including optical designs adapted to the in-vehicle environment, and have extensive mass production experience in developing technologies that is designed to estimate the condition of drivers, such as inattention, drowsiness, and careless driving.

Furthermore, Mitsubishi Electric Mobility are also engaged in the development of technologies that utilize biometric detection, such as heart rate monitoring, to quickly detect sudden changes in health during driving and prevent accidents, as well as developing occupant body size estimation technologies that contribute to collision safety.

Mitsubishi Electric Mobility is a wholly-owned subsidiary of Mitsubishi Electric Corporation, a Japan-listed company with a JPY 4.5 trillion market capitalisation.