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Smart Eye has completed a directed share issue of approximately SEK 200 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO THE US, CANADA, JAPAN, AUSTRALIA, HONG KONG, NEW ZEELAND, SINGAPORE,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.

The Board of Directors of Smart Eye has, based on the authorisation given by the Company’s Annual General Meeting that was held on 15 May 2019, resolved on a directed share issue of 1,972,041 new shares (corresponding to approximately 15.0 per cent of the total number of outstanding shares and votes in the Company) at a subscription price of SEK 101.50 per share (the “Issue”), which means that the Company receives SEK 200,162,161.50 before transaction costs. The subscription price in the Issue has been determined through an accelerated bookbuilding procedure and corresponds to a discount of 1.6 percent compared to the closing price on Nasdaq First North on 21 May 2019. Första AP-fonden becomes a new large shareholder in Smart Eye after being allocated 1,000,000 shares, corresponding to just above half of the Issue, and consequently becomes the third largest shareholder with 6.6 per cent of the shares and the votes after the Issue. Five large Nordic institutions, including Första AP-fonden, were in total allocated approximately 75 per cent of the Issue.

The Board of Directors of Smart Eye has decided to deviate from the preferential right to ensure the most time and cost-effective financing of the continued scale-up of the organisation and the development of the offering towards the Chinese market, so that the Company can cover its financing needs until the obtained and potential additional customers begin to generate sufficiently large revenues to cover the Company’s costs.

The Issue entails a dilution of approximately 13.0 percent of the share capital in relation to the number of shares in Smart Eye after the Issue, through an increase in the number of outstanding shares by 1,972,041 from 13,146,943 to 15,118,984 and a share capital increase by SEK 197,204.10 from SEK 1,314,694.30 to SEK 1,511,898.40.

Several large shareholders, e.g. Chairman Anders Jöfelt, Board Member Mats Krantz and CEO Martin Krantz, have entered into lock-up agreements to, subject to customary 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 future share issuances for a period of 90 calendar days after the settlement date.

Carnegie Investment Bank (publ) acted as sole bookrunner and Advokatfirman Vinge acted as legal adviser in connection with the Issue.

For more information, please contact:

Martin Krantz, CEO Smart Eye AB
Telephone: +46 70-329 26 98
Email:
martin.krantz@smarteye.se  

Anders Lyrheden, CFO Smart Eye AB
Telefon: +46 70-320 96 95
Email: anders.lyrheden@smarteye.se 

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 22 May 2019 at 08:00 CET.

About Smart Eye
Since 1999 Smart Eye has been engaged in development of 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.

Today our eye tracking technology is used in the next generation of cars and is helping the automotive industry take an important step towards safer and more environment-friendly transport solutions. In the research field, Smart Eye’s solutions are providing new opportunities in complicated and real situations, and are paving the way for new insights in the aerospace, aviation and defence industries as well as in the fields of psychology, neuroscience, medicine and academic research.

Smart Eye’s head offices are in Gothenburg, Sweden, and the company also has offices in Detroit, Michigan (USA), Tokyo (Japan) and Chongqing (China). In addition to these offices of its own, Smart Eye also has partners, retailers and distributors in several locations in Europe, the USA and APAC. Smart Eye’s solutions are used around the world by more than 700 partners and customers, leading research teams, brands and laboratories, including the US Air Force, NASA, BMW, Lockheed Martin, Audi, Boeing, Volvo and GM, to name a few.

Smart Eye’s business is organised in two business areas, Research Instruments and Automotive Solutions. In Research Instruments, Smart Eye provides advanced eye tracking systems for measuring and analysing human behaviour. In Automotive Solutions, the company provides eye tracking software for integration in vehicles.

For more information please visit: http://smarteye.ai

Smart Eye is listed on Nasdaq First North. Erik Penser is Certified Adviser and can be reached at +46-8-463 8000 or certifiedadviser@penser.se.

Important information
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities 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 Directive 2003/71/EC (the “Prospectus Directive”) 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 Directed 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 Directive.

This press release may in the United Kingdom, be distributed and directed 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 Zeeland, 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.

Forward-looking statements
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 materialise 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.