Structural Monitoring : Renounceable Entitlement Offer of Options

For personal use only

Prospectus

Structural Monitoring Systems Plc

UK Company No. 4834265

Entitlement Option Offer

This Prospectus is being issued for a pro-rata renounceable entitlement issue of approximately 12,277,143 options (Entitlement Options) at an issue price of $0.10 per Entitlement Option to Eligible CDI Holders on the basis of 1 Entitlement Option for every 10 CDIs held as at the Record Date to raise up to approximately $1.2 million before costs (Entitlement Option Offer). The Entitlement Option Offer closes at 2.00 pm (AWST) on Monday, 7 February 2022. Valid Applications must be received before that time.

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

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

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 Entitlement Options 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 Option Offer	6
5.	Effect of the Entitlement Option Offer	14
6.	Rights and liabilities attaching to Entitlement Options and CDIs	18
7.	Risk Factors	20
8.	Additional Information	24
9.	Glossary of Terms	31

For personal use only

Important Information

Prospectus

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

This Prospectus is dated 20 January 2022. A copy of the Prospectus was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus. No Entitlement Options 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).

Applications for Entitlement Options 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.

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 Option 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 Option 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 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 Option 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 Option Offer of Entitlement Options 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 Entitlement Options 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 Option 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 Entitlement Options 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.

Information for Canadian Investors

This Prospectus constitutes an offering of the Entitlement Options 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 Entitlement Options 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 Entitlement Options or the resale of such securities. Any person in the Province lawfully participating in the offer will not receive the information, legal rights or

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protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province.

Any resale of the Entitlement Options 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 Entitlement Options) 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 Entitlement Options 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 Entitlement Options involves a number of risks. The key risk factors which investors should be aware are set out in Section 0 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 Entitlement Options.

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 Option 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 0, 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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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
		Ashford
		Kent TN23 1PF
		United Kingdom
	Company Secretary	Australian Legal Adviser
	Mr Sam Wright	Gadens
		Level 13, Collins Arch
		447 Collins Street
		Melbourne VIC 3000
	CDI 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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