Structural Monitoring : Prospectus

For personal use only

Prospectus

Structural Monitoring Systems Plc

UK Company No. 4834265

Entitlement Offer

This Prospectus is being issued for a pro rata non-renounceable entitlement issue of approximately 10,230,953 CDIs at an issue price of $0.90 per CDI to Eligible CDI Holders on the basis of one New CDI for every 12 CDIs held as at the Record Date to raise up to approximately $9.2 million before costs (Entitlement Offer). The Entitlement Offer closes at 2.00 pm (AWST) on 30 March 2022. Valid Applications must be received before that time.

Eligible CDI Holders may also apply for New CDIs in excess of their Entitlement under the Shortfall Offer.

Applicants will also receive one free Attaching Option for every two New CDIs applied for and issued, with an Exercise Price of $1.20 and an Expiry Date of 6 April 2024.

Mac Equity Partners Pty Ltd (AFSL 338731) may place any shortfall of the Entitlement Offer on a best endeavours basis.

Cleansing Offer

This Prospectus also contains a cleansing offer of ten (10) CDIs to be issued for nil consideration for the purpose of section 708A(11) of the Corporations Act 2001 (Cth) to remove any secondary trading restrictions on the on-sale of the November 2021 CDIs, as well as any CDIs that are not subscribed for under the Entitlement Offer but which are subsequently issued by the Company to investors under section 708 of the Corporations Act following the close of the Offers.

Important Information

This Prospectus is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The securities offered by this Prospectus should be considered as speculative.

This is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth).

Not for distribution in the USA or to USA Persons (except by the Company to institutional investors).

For personal use only

Contents

Important Information	1
1.	Corporate directory	3
2.	Indicative Timetable	4
3.	Letter from the Chairman	5
4.	Details of the Entitlement Offer	6
5.	Effect of the Offers	12
6.	Rights and liabilities attaching to the Securities	17
7.	Risk Factors	23
8.	Additional Information	27
9.	Glossary of Terms	41

For personal use only

Important Information

Prospectus

This Prospectus relates to the offer of CDIs and Options by Structural Monitoring Systems Plc (UK Company No. 4834265) ("SMN" or "Company") under the Entitlement Offer.

This Prospectus is dated 10 March 2022. A copy of this Prospectus was lodged with ASIC on 10 March 2022. ASIC and ASX take no responsibility for the contents of this Prospectus. No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus can be downloaded from our website at www.smsystems.com.au. If you access the electronic version of this Prospectus you should ensure that you download and read the entire Prospectus. The electronic version of this Prospectus is only available to Australian residents.

The Company will also provide copies of other documents on request (see Section 8.2).

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the CDIs offered by this Prospectus. The Company will not apply to ASX for Official Quotation by ASX of the Options offered by this Prospectus.

Applications for Securities will only be accepted on an Entitlement and Acceptance Form, which is attached to, or provided by the Company with a copy of this Prospectus. The Corporations Act prohibits any person from passing on to another person an Entitlement and Acceptance Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

The Company is a disclosing entity listed on the ASX and this Prospectus is issued under section 713 of the Corporations Act 2001 (Cth) in reliance on information previously disclosed to the ASX by the Company. It does not contain, by itself, all information that would be contained in a prospectus for an initial public offering or all information relevant to a decision to invest in the Company.

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Attaching Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination (TMD) as set out on the Company's website (www.smsytems.com.au). By making an application under the Offers, you warrant that you have read and understood the TMD and that you fall within the target market set out in the TMD.

No representation other than in this Prospectus

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Entitlement Offer.

Nominees and custodians

The Company is not required to determine whether or not any registered holder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares, CDIs, Securities or Entitlements. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary will need to assess whether the distribution of any documents relating to the Entitlement Offer (including this Prospectus) or the indirect participation by the beneficiary complies with applicable foreign laws.

Restrictions on Foreign Jurisdictions

No action has been taken to permit the Entitlement Offer of Securities under this Prospectus in any jurisdiction other than Australia. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this Prospectus comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

Prospectus does not contain investment advice

This Prospectus is important and should be read in its entirety before deciding to participate in the Entitlement Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. The Securities offered by this Prospectus should be considered speculative.

Information for US Investors

This document is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the US and the District of Columbia), except by the Company to institutional investors. This document is not an offer of securities for sale into the United States or to, or for the account or benefit of, US Persons. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, US Persons. No public offering of securities is being made in the United States.

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For personal use only

Information for Canadian Investors

This Prospectus constitutes an offering of the Securities in the Canadian province of British Columbia (Province) where existing CDI Holders of the Company are resident. This Prospectus is not, and under no circumstances is to be construed as, an advertisement or a public offering of securities in the Province.

No securities commission or other authority in the Province has reviewed or in any way passed upon this Prospectus, the merits of the Securities and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Province with respect to the offering of Securities or the resale of such securities. Any person in the Province lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province.

Any resale of the Securities in Canada must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with an exemption from prospectus requirements. Such resale restrictions do not apply to a first trade in a security (such as New CDIs) of a foreign issuer (such as the Company) that is not a reporting issuer in Canada and that is made through an exchange or market outside of Canada (such as ASX).

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the Company or such persons outside Canada.

Information for New Zealand Investors

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (FMC Act). The Securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who:

1. is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
2. meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
3. is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
4. is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
5. is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.

Risk factors

Potential investors should be aware that subscribing for Securities involves a number of risks. The key risk factors which investors should be aware are set out in Section 7 of this Prospectus. These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Securities.

By returning an Entitlement and Acceptance Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Entitlement Offer detailed in this Prospectus.

Financial information and forward looking statements

Section 5 sets out in detail the financial information referred to in this Prospectus and the basis of preparation of that information.

Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. This Prospectus contains forward looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'expects', 'intends' and other similar words that involve risks and uncertainties. Any forward looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with risk factors as set out in Section 7, and other information in this Prospectus.

Defined words and expressions

Definitions of certain terms used in this Prospectus are contained in Section 9. All references to currency are to Australian dollars and all references to time are to AWST, unless otherwise indicated.

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For personal use only

1.	Corporate directory
	Directors	Corporate Office
	Mr. Will Rouse, Executive Chairman,	Suite 116, 1 Kyle Way
	Claremont WA 6010
	Director
	Tel: [phone]
	Mr. Stephen Forman, Non-Executive	Email: [e-mail]
	Director
	Mr. Bryant Mclarty, Non-Executive Director	Registered Office
	Mr. Sam Wright, Non-Executive Director	The Old Court, 8 Tufton Street
	Incoming Director	Ashford
	Kent TN23 1PF
		United Kingdom
	Mr. Rick Deurloo, Non-Executive Director
	(effective 1 April 2022)
	Company Secretary	Australian Legal Adviser
	Mr Sam Wright	Gadens
		Level 13, Collins Arch
		447 Collins Street
		Melbourne VIC 3000
	Share Registry	ASX Code
	Computershare Investor Services Pty	SMN
	Limited
	Level 11, 172 St Georges Terrace
	Perth WA 6000

www.investorcentre.com/contact

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