Smart Eye announces intention to carry out a directed share issue of approximately 1.5 million shares
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE CONTRAVENING TO ANY APPLICABLE RULES. ADDITIONAL RESTRICTIONS ARE APPLICABLE, PLEASE SEE “IMPORTANT INFORMATION” IN THE END OF THIS PRESS RELEASE
Smart Eye AB (Smart Eye AB (publ) (“Smart Eye” or the “Company”) today announces its intention to, based on the board authorization given by the Annual General Meeting on 8 May 2020, execute a share issue of approximately 1.5 million shares (corresponding to approximately 10 per cent of the total number of outstanding shares and votes in the Company) directed to institutional investors (the “Issue”). The Company has retained Carnegie Investment Bank AB (publ) as Sole Bookrunner in connection with the Issue. The subscription price and the total number of new shares in the Issue will be determined through an accelerated bookbuilding procedure (the “Bookbuilding”).
The Bookbuilding will commence immediately following the announcement of this press release. Pricing and allocation of the new shares are expected to take place before the trading on Nasdaq First North Growth Market begins at 09:00 CEST on 6 October 2020. The timing of the closing of the Bookbuilding, pricing and allocation are at the discretion of the Company, which may also at any time decide to suspend, shorten or extend as well as to refrain in whole or in part from carrying out the Issue. The company will announce the outcome of the Issue in a press release after the closing of the Bookbuilding.
The market for Automotive Solutions remains strong, largely as a result of additional regulatory and legislative activities. The Company remains a leader in the global competition for design wins relating to eye-tracking software, which are no longer confined to premium cars but increasingly moving toward the mass market with imminent high-volume models. This is manifested in a large number of design wins won during the past year. Several new procurement processes are underway in Asia, Europe and North America and are expected to be determined over the coming two years. Smart Eye expects to defend its market-leading position. In order to fully capitalise on new and expected design wins, maintain the Company's leading position and maximize its long-term growth potential in all business areas, Smart Eye sees a need to invest further in the business.
The reason for deviating from the shareholders’ preferential right is to ensure the most time and cost-effective financing as possible of the continued scale-up of the business, so that the Company can cover its financing needs until the obtained and potentially additional customers begin to generate sufficient large revenues to cover the Company's costs. As the subscription price in the Issue is determined through a bookbuilding procedure, it is the Board of Directors’ assessment that the subscription price will reflect current market conditions and demand.
In connection with the Share Issue, the members of the Board and certain members of the management team[i], of which several are large shareholders in Smart Eye, have undertaken to, subject to certain exceptions, not sell shares in Smart Eye for a period of 180 calendar days after the settlement date. Furthermore, the Company has agreed to a commitment, with customary exceptions, not to carry out any additional issuances for a period of 180 calendar days after the settlement date.
In conjunction with the Issue, the Company has engaged Carnegie Investment Bank as Sole Bookrunner and Advokatfirman Vinge as legal adviser.
For further information, please contact
Martin Krantz, CEO Smart Eye AB
Phone: +46 70-329 26 98
Anders Lyrheden, CFO Smart Eye AB
Phone: +46 70-320 96 95
About Smart Eye
For over 20 years Smart Eye has developed artificial intelligence (AI) in the form of eye tracking technology that understands, supports and predicts a person’s intentions and actions. By carefully studying eye, facial and head movement, our technology can draw conclusions about a person’s awareness and mental state. Our eye tracking technology is used in the next generation of cars, commercial vehicles and providing new insights for research within aerospace, aviation, neuroscience and more. Smart Eye’s solutions are used around the world by more than 700 partners and customers, including the US Air Force, NASA, BMW, Lockheed Martin, Audi, Boeing, Volvo and GM.
Visit www.corp.smarteye.se for more financial information.
This is information that Smart Eye AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 5 October 2020 at 17:31 CEST.
Smart Eye is listed on Nasdaq First North Growth Market. Erik Penser is Certified Adviser and can be reached at +46-8-463 8000 or email@example.com
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in Smart Eye in any jurisdiction, not from Smart Eye or from any other person. Publication, distribution or release of this press release may, in certain jurisdictions, be subject to restrictions by law and the persons in such jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Smart Eye has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
This press release may in the United Kingdom, be distributed and directed only to “qualified investors” as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) fall within Article 49(2)(a) to (d) (“entities with high net worth” etc.) of the Order, (all such persons together being referred to as “Relevant Persons”). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.
The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States, or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this press release. The information, opinions and forward-looking statements contained in this press release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Smart Eye have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).
Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Smart Eye may decline and investors could lose all or part of their investment; the shares in Smart Eye offer no guaranteed income and no capital protection; and an investment in the shares in Smart Eye is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Smart Eye.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Smart Eye and determining appropriate distribution channels.
[i] Martin Krantz, CEO and Anders Lyrheden, CFO