Filed by Rockley Photonics Holdings Limited
Pursuant to Rule 425 under the Securities Act of 1933, and
deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Form
S-4 File No. 333-255019
Subject Companies:
Rockley Photonics Limited
SC Health
Corporation
(Commission File No. 001-38972)
July 2021 Investor Presentation
Notice to Recipient This investor
presentation (“Investor Presentation”) is strictly private and confidential and is intended solely for the information of the Recipients. It is not an invitation for public subscription and should not be reproduced or circulated or used
for any purpose other than assisting with the assessment of the SC Health Corporation (“SC Health”) and Rockley Photonics, Ltd. (“Rockley Photonics” or the “Company”) by the persons to whom this Investor
Presentation is delivered. Each Recipient agrees that neither it nor its agents, representatives, directors or employees will copy, reproduce or distribute to others this Investor Presentation , in whole or in part, at any time without the prior
written consent of each of SC Health and Rockley Photonics, and that it will keep permanently confidential all information contained herein not already in the public domain and will use this Investor Presentation only for the purpose of evaluating
the proposed business combination (the “Business Combination”). This Investor Presentation shall remain the property of SC Health and Rockley Photonics, and each company reserves the right to require the return of this Investor
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investigations, including all costs and expenses incurred with such investigations or its investment in SC Health, Rockley Photonics or any parent company of either company, and forming its own view as to the condition and prospects of such
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invitation to purchase shares SC Health, Rockley Photonics or any parent company of either company that is capable of acceptance and no binding commitment may be entered into on the basis of the information contained herein. Any offers and sales of
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recommendation by any of the Relevant Parties to invest in SC Health, Rockley Photonics or any parent company of either company, and Recipients interested in investing are recommended to seek their own independent financial, legal and other advice
from persons authorized and specializing, as necessary, in investments of the kind in question and should rely solely on their own judgment, review and analysis in evaluating the investment. Recipients should be aware that any investment activity
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or any of its contents. Recipients in the European Economic Area In relation to each member state of the European Economic Area which has implemented Directive 2003/71/EC (as amended, and including any relevant implementing measure in each relevant
member state (“Prospectus Directive”), this Investor Presentation is being distributed to and is directed only at “qualified investors as defined in the Prospectus Directive. Recipients in the United States This Investor
Presentation has been provided to each Recipient on the basis that the Recipient is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Act”)) or an
“accredited investor” (within the meaning of Rule 501(a) (1), (2), (3), (7) or (8) under the Act), and that each such Recipient has confirmed its status as an “accredited investor”. If any Recipient is not, or are no longer
able to confirm that it is an “accredited investor” it must immediately return the Investor Presentation to SC Health or Rockley Photonics. Neither the U.S. Securities and Exchange Commission nor any state securities commission or other
regulatory authority in the U.S. has approved or disapproved of the investment opportunity described herein or determined if this Investor Presentation is truthful or complete. Any representation to the contrary is a U.S. criminal offense.
Recipients outside of the United Kingdom, European Economic Area or United States Recipients in jurisdictions outside the UK, European Economic Area or United States should inform themselves about and observe all applicable legal requirements in
their jurisdictions. In particular, the distribution of this Investor Presentation in certain jurisdictions may be restricted by law and, accordingly, Recipients represent that they are able to receive this Investor Presentation without
contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. The information contained in this Investor Presentation is strictly confidential and has been
prepared by SC Health and Rockley Photonics with respect to certain financial metrics of Rockley Photonics for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed Business Combination
between SC Health and Rockley Photonics, and for no other purpose. The information contained herein does not purport to be all-inclusive and none of the Relevant Parties makes any representation or warranty, express or implied, as to the accuracy,
completeness or reliability of the information contained in this Investor Presentation or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of the Company or SC Health. Only those
particular warranties which are made in a definitive written investment agreement, when and if one is executed, and subject to such exclusions and limitations as may be specified in such agreement, shall have any legal effect. Such final agreement
will not contain any representations, warranties or undertakings as to this Investor Presentation. This Investor Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of SC Health, the Company, or any of their respective affiliates. You should not construe the contents of
this Investor Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by
accepting this Investor Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The distribution of this Investor Presentation may also be restricted by law and persons into whose possession
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this Investor Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. This Investor Presentation may not be taken away or reproduced or redistributed or disclosed,
in whole or in part, to any other person, by any medium or in any form for any purpose. You agree to keep the contents of this Investor Presentation confidential and such document and contents form a part of confidential information. No securities
commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of the information contained in this Investor Presentation.
By attending the meeting in relation to this document, or by reading this document, you agree to be bound by the limitations set out herein. None of the Relevant Parties shall have any responsibility or liability whatsoever (for negligence or
otherwise) for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection with this document.
Notice to Recipient (Cont’d) This
Investor Presentation does not contain all material information concerning SC Health, Rockley Photonics or any parent company of either company, or any securities of any such entity, and the information set forth in this document is subject to
change without notice. No Relevant Party is under an obligation to update or keep current the information contained herein. Certain data in this Investor Presentation was obtained from various external data sources, and no Relevant Party has
verified such data with independent sources. This Investor Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the
trademarks, service marks, trade names and copyrights referred to in this Investor Presentation may be listed without the ™, ℠, ©, or ® symbols, but SC Health and Rockley Photonics will assert, to the fullest extent under
applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. The information contained herein and any further information (whether written, electronic or oral) relating to SC Health or
Rockley Photonics supplied by any of the Relevant Parties is, and will be, supplied on the condition that none of the Relevant Parties or any other person whatsoever is liable for any error, omission, misstatement, or inaccuracy therein nor for any
direct, indirect or inconsequential loss or damage sustained by any party placing reliance on such information, including any error or omission, misstatement or inaccuracy resulting from any negligent act or omission of any of the Relevant Parties
or any other person. Except where otherwise indicated, information provided in this Investor Presentation is given as of the date hereof. The delivery of this Investor Presentation shall not under any circumstances create the implication that there
has been no change in the affairs of SC Health or Rockley Photonics since the date hereof. No Relevant Party accepts any responsibility or gives any undertaking to provide further information, including any information required to update any
information contained herein or correct any inaccuracy error in or omission from this Investor Presentation. Forward-Looking Statements This Investor Presentation may contain forward-looking statements that involve risks and uncertainties, which
include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words “targets”, “believes”, “expects”,
“aims”, “intends”, “will”, “may”, “anticipates”, “would”, “could” or similar expressions or the negative thereof. Actual future performance, outcomes and results may
differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Forward-looking statements in this press release may include, for example, statements about: (i) SC Health’s
and Rockley Photonics’ ability to complete the proposed Business Combination during anticipated timeframe or at all; (ii) the anticipated development and commercialization timelines for Rockley Photonics’ products and technologies,
including anticipated features, benefits and applications of its products and technologies; (iii) Rockley Photonics’ customer relationships and ability to retain and expand customer relationships and to achieve design wins; (iv) Rockley
Photonics’ ability to address market and customer demands and to timely develop solutions to meet those demands; (v) the size and growth potential of the markets for Rockley Photonics’ products and technologies, and its ability to serve
those markets; (vi) Rockley Photonics’ business strategies, business and financial outlook and financial projections; (vii) the ability to obtain, maintain, protect, and enforce intellectual property protection for Rockley Photonics’
technology; (viii) the retention of key personnel; and (ix) the use of proceeds from the proposed Business Combination. The forward-looking statements contained herein are based on SC Health’s and Rockley Photonics’ current expectations
and beliefs concerning future developments and their potential effects. Certain statements contained in this document may be statements of future expectations and other forward-looking statements and involve known and unknown risks, assumptions,
uncertainties and other factors that may cause the actual results, performance and financial condition of Rockley Photonics, or industry results, to be materially different from any future results, performance or financial condition, expressed or
implied by such forward-looking statements. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No assurance can be given that
future events will occur, that projections will be achieved, or that the assumptions contained herein are correct. Actual results may differ materially from those projected and you should not place undue reliance on forward-looking statements. SC
Health, Rockley Photonics and each other Relevant Party disclaims any obligation to update or otherwise revise these forward-looking statements to reflect future events or developments. Use of Projections Any financial projections in this Investor
Presentation have not been prepared in conformity with U.S. GAAP / International Financial Reporting Standards as adopted by the International Accounting Standards (“IFRS”). Neither SC Health's nor Rockley Photonics' independent auditors
have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this document, and accordingly, neither of them expressed an opinion or provided any other form of assurance with
respect thereto for the purpose of this Investor Presentation. These projections are for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. In this Investor Presentation, certain of the
above-mentioned projected information has been provided for purposes or providing comparisons with historical data. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to
uncertainties and actual events or circumstances may differ materially from those contained in the prospective financial information. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive risks and uncertainties. Accordingly, there can be no assurance that the prospective results are indicative of future performance of SC Health, Rockley Photonics or any
parent company of either company after the proposed Business Combination or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this
document should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Non-GAAP Financial Measures This Investor Presentation includes certain financial measures not
presented in accordance with U.S. GAAP or the IFRS, including EBITDA and Free Cash Flow, which are different from financial measures calculated in accordance with IFRS or U.S. GAAP. Such non-U.S. GAAP / IFRS financial measures should be considered
in addition to and not as a substitute for or superior to financial measures calculated in accordance with IFRS or U.S. GAAP. The Company believes these non-GAAP measures of financial results provide useful information to management and investors
regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in
evaluating ongoing operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non-GAAP financial measures are
subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-GAAP financial measures. Additional Information In connection with the proposed
Business Combination, Rockley Photonics Holdings Limited (“HoldCo”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-255019) (the “Registration
Statement”), which includes a document that serves as a preliminary prospectus of HoldCo and preliminary proxy statement of SC Health Corporation (“SC Health”) and is referred to as a prospectus/proxy statement. The Registration
Statement was declared effective by the SEC on July 22, 2021. SC Health has mailed a final prospectus/definitive proxy statement and other relevant documents to its shareholders. This communication is not a substitute for the Registration Statement,
the final prospectus/definitive proxy statement or any other document that SC Health has sent or will send to its shareholders in connection with the proposed transaction. Each of the parties also will file other documents regarding the proposed
transaction with the SEC. Before making any voting or investment decision, investors and security holders of SC Health, Rockley Photonics Limited (the “Company”), and HoldCo are advised to read the Registration Statement, all other
relevant documents filed or that will be filed with the SEC in connection with the proposed transaction, and the final prospectus/definitive proxy statement in connection with SC Health’s solicitation of proxies for its extraordinary general
meeting of shareholders to be held to approve the proposed transaction (and related matters) because such documents contain important information about the proposed transaction and the parties to the proposed transaction. Investors and shareholders
of SC Health may also obtain copies of the final prospectus/definitive proxy statement and other documents that are filed or will be filed with the SEC by SC Health or HoldCo (including the Registration Statement), without charge, at the SEC’s
website at www.sec.gov. The documents filed by SC Health with the SEC may also be obtained free of charge at SC Health’s website at www.schealthcorp.com, or upon written request to: SC Health Corporation, 108 Robinson Road #10-00, Singapore
068900, Republic of Singapore. SC Health and its directors and executive officers may be deemed participants in the solicitation of proxies from SC Health's shareholders with respect to the proposed business combination. A list of the names of those
directors and executive officers and a description of their interests in SC Health is contained in SC Health's annual report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC and is available free of charge at
the SEC's website at www.sec.gov, or by directing a request to SC Health Corporation, 108 Robinson Road #10-00, Singapore 068900. Additional information regarding the interests of such participants will be contained in the proxy statement for the
proposed business combination when available. Rockley Photonics and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of SC Health in connection with the proposed business
combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination will be included in the proxy statement for the business combination when available. By
accepting or reading this Investor Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of SC Health, Rockley Photonics and any parent company of either company, and that you
will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the business of either such company. This Investor Presentation speaks as of the date of this document unless otherwise
indicated. Neither the delivery of this document nor any further discussions of SC Health or Rockley Photonics with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of either
company or any affiliate thereof since that date.
Presenters ____________________ (1)Order
of the British Empire. Dr. Andrew Rickman, OBE(1) Founder, CEO and Chairman, Rockley Photonics Founder & CEO of Bookham, the first silicon photonics company Chairman of Kotura (acquired by Mellanox) Awarded OBE(1) in the Queen’s Millennium
Honors Mahesh Karanth CFO, Rockley Photonics CFO, Enlighted CFO, Invensense (acquired by TDK) Partner at Ernst & Young Various senior roles at CPQ and HP AJ Coloma Chief Executive Officer, SC Health Managing Director, SINCap Head of M&A,
Fullerton Health Director, Credit Suisse’s investment banking division Ciaran Rooney VP, Corporate Development Senior Associate, Cooley Associate, WilmerHale
SIN Capital is a Premier Multi-Asset
Investment Firm with an Extensive Track Record of Value Creation Pan-Asia Multi-asset Investment Firm with a Differentiated Investment Approach Proven Investor, Business Builder, Owner and Operator Across the Healthcare Value Chain Building
Fullerton Health into a scaled, leading platform Nearly 50 control investments across ten markets Renowned for investing in business benefiting from strong secular trends delivering substantial value creation Hand-in-hand partners with Fullerton
Health management Driving strategic partnerships Leading Fullerton Health’s innovative approach to funding and capital structuring Driving key areas of operations SC Health Corp. (NYSE:SCPE) – Sponsored the $172.5M IPO in July 2019
Fullerton Health Corp. – Backed the management buyout in 2012 “Win-win” partnership between SIN Capital, management and investors Healthcare Education Agri-business Advanced Manufacturing Partner with and invest in family or
entrepreneur owned / controlled businesses across Asia Portfolio of prime mixed-use or specialty commercial properties in Singapore and other Asian gateway cities Exclusive focus on prime city centre locations and high-quality assets Private
Investments Real Estate Differentiated Investment Approach Long-term investment horizon, partnering closely with management Build platforms in under-invested but high growth industries “Investor Operator” model focused on operational
value-add
Transaction Overview Sources & Uses
($M) Pro Forma Valuation ($M) Pro Forma Ownership(1) SC Health and Rockley Photonics are partnering to accelerate Rockley’s product development and commercialization outlook ____________________ Adjusted for the conversion of Class B ordinary
shares of SC Health held by SC Health Holdings Limited (“Sponsor”) into Class A ordinary shares in the post Transaction Company. Excludes the impact of warrants and a management incentive plan. Assumes that the Company Shareholders roll
over 100.0% of existing stake into the post-Transaction Company. Consists of: a) the conversion of Class B ordinary shares of SC Health held by Sponsor into Class A ordinary shares in the post- Transaction Company and b) US$50 million participation
in the PIPE by Sponsor Holdco. Net of redemptions as per latest 8-K filed on April 16, 2021. Includes participation from Medtronic; excludes US$50 million participation by Sponsor Holdco. Includes participation from Medtronic and US$50 million
participation by Sponsor Holdco. Including approximately US$1 million of promissory note payable upon consummation of the Business Combination. Pro Forma Equity Value $1,448 Expected Net Cash at Closing (22) Transaction Proceeds (198) Pro Forma Firm
Value $1,227 Sources of Funds IPO Proceeds Held in Trust, Net of Redemptions(4) $94 PIPE Equity Placement Proceeds(6) 150 Rockley Photonics Shareholders Rollover Equity(2) 1,148 Total Sources of Funds $1,392 Uses of Funds Cash to Balance Sheet $198
Transaction Fees(7) 46 Rollover Equity(2) 1,148 Total Uses of Funds $1,392 (2) (3) (4) (5)
Agenda Rockley Photonics Overview
Investment Highlights Financial Overview Business Details
Rockley Photonics at a Glance Rockley has
developed a unique sensing platform targeting applications in consumer health and wellness à driving an exponential increase in application capabilities for non-invasive, multi-modal biomarker monitoring Built on its highly disruptive silicon
photonics technology, Rockley’s platform delivers compelling and peerless sensor performance, power, resolution and density Engaged or contracted with 4 consumer electronics customers holding >55% of smartphone and >50% of wearables
markets and 2 medical device companies including one of the largest players in the MedTech space Rockley has seeded a manufacturing ecosystem with its wholly-owned, proprietary processes for rapid scalability Improved Performance World-leading
Integration Unique Spectrometer Chip High Accuracy Best-in-Class Spectral Range Up to 1,000,000x Higher resolution than LED Numerous Lasers on a single chip 100x Broader range than LED 1,000x Higher accuracy than LED “Clinic-on-the-Wrist"
Condensing technology the size of clinical machines onto a wearable chip Core Body Temperature Lactate Blood Pressure Blood Oxygen Heart Rate Alcohol Hydration CGM (Glucose) Target Consumer Healthcare Applications 55%+ / 50%+ $48B+ Healthcare TAM
$390M+ Total funding 7+ Years of product development 131 Patents, with another 81 pending applications and trade secrets(2) Engaged or contracted customers’ market share in smartphone / wearables markets(1) ____________________ Wearable and
smartphone markets in term of units. As of March 31, 2021.
Rockley Spectra-Sense Module
Rockley’s Unique Technology Solution Optical Sensing Frontside Electrical Interface Backside Photonic Integrated Circuits Electronic Pin Contacts ASIC Controller, MUX, AFE, Drivers 3 4 3 4 1 2 Infrared Visible Spectrum 1 2 Rockley’s
proprietary clinic-on-the-wrist module condenses traditional tabletop technology onto a wearable chip
Actionable Insights from Nutrition to
Health 8:32pm SAT 2/13 Rockley enables continuous health and wellness monitoring of multiple biomarkers, paving the way for nextgen consumer electronics
The Full-Stack Rockley Platform
Electronic Integrated Circuits (ASICs) Photonic + Electronic Co-Packaging System Architecture & Hardware Design Biosensing Algorithms and AI Cloud Analytics The Full Stack Rockley Platform Firmware / Software Photonic Integrated Circuits in
Silicon with Integrated III-V Rockley’s technology platform offers a full suite of capabilities across hardware and software
Rockley’s Commercialization
Roadmap Additional Avenues for Growth Immediate Focus Near-Term Commercial Opportunity Current commercial focus of the company and have built out complete vertical capability Underlying technology platform leverages development in other optical
fields Engaged or contracted customers hold >55% of smartphone and >50% of wearables markets Health and Wellness MedTech Offers AI / cloud analytics tools to impact disease detection and prevention Potential application include diabetes and
other major diseases Started discussion with MedTech companies Machine Vision Robotic and automotive Lidar Data Center Connectivity Optical transceivers Computer Connectivity In-Package Optics While Rockley’s immediate focus is health and
wellness, its technology can be applied to other industry verticals and use cases
Rockley’s Objective is to Play a
Pivotal Role in The Next Frontier of Consumer Devices and Health and Wellness ____________________ (1)“Tim Cook Pivots to Fitness” by Michael Roberts on Outside Magazine.
https://www.outsideonline.com/2420733/tim-cook-apple-fitness-wellness-future. (2)“Amazon is building a ‘health & wellness’ team within Alexa as it aims to upend health care” by Eugene Kim on CNBC.
https://www.cnbc.com/2018/05/10/amazon-is-building-a-health-and-wellness-team-within-alexa.html (3)“Microsoft Invests In A New AI For Health Initiative” by Ilker Koksal on Forbes.
https://www.forbes.com/sites/ilkerkoksal/2020/02/28/microsoft-invests-in-a-new-ai-for-health-initiative/?sh=c943b1c711e4 Facebook 2018 Q2 Earnings call. Pony Ma’s speech at 2019 World AI Conference. Full script from
https://tech.sina.com.cn/it/2019-08-29/doc-ihytcern4417421.shtml. “I really believe… that if you zoom out to the future and then look back and ask, ‘What has Apple's greatest contribution been?’ it will be in the health and
wellness area.” - Tim Cook, CEO & Chairman, Apple (1) “Amazon is building a ‘health & wellness’ team within Alexa as it aims to upend health care.” - CNBC (2) “Microsoft recently announced a new healthcare
initiative known as “AI for Health,”… The new initiative will primarily focus on health-related problems and the integration of AI and tech solutions.” - Forbes (3) “We‘ve focused on trying to make sure that we
understand the effects of using our services on people’s well-being.” - Mark Zuckerberg, CEO & Chairman, Facebook(4) “We’re developing technology solutions to enable care teams to deliver better, faster and more connected
care. We’re working on products and features to empower people to be healthier with the information, assistance, and connections they need to act on their health.” - Google Health homepage “Artificial Intelligence has found
increasing application among various industries… among which intelligent healthcare is our focus.” - Pony Ma, CEO & Chairman, Tencent (5)
Agenda Rockley Photonics Overview
Investment Highlights Financial Overview Business Details
Investment Highlights Massive Consumer
Health Market Opportunity: Significantly increased consumer focus on health and wellness – smart wearable technology rapidly proliferating with emerging monitoring capabilities 1 Industry-Revolutionizing Technology Platform: Unique,
differentiated and IP protected silicon photonics and optical measurement technology unlocking new use cases in healthcare monitoring, sensing, and datacoms 2 Validated by Leading Blue-Chip Customers: Engaged or contracted with 4 customers
collectively holding >55% of smartphone and >50% of wearables markets and 2 MedTech customers including one of the largest medical device players globally; $70M+ NRE committed by a leading developer of smartphones, smart watches, and consumer
electronics 3 Capex-light and Scalable Manufacturing Model: Fabless model with a seeded global manufacturing ecosystem running proprietary processes wholly owned by Rockley and ready for rapid and efficient high-volume scaling 4 Multiple Avenues for
Consistent Growth with Compelling Financial Profile: Short-term commercial focus on health and wellness is supplemented by platform capability that creates substantial mid- and longer-term revenue opportunities leveraging big data and predictive
analytics 5 World Class Management Team with Extensive Track Record: Leadership team with significant public company experience with highly disruptive technologies 6
Massive Emerging Market Opportunity
with Compelling Healthcare Technology Need 1 $48B+ TAM in 2025 Large market opportunity as growing universe of healthcare monitoring devices incorporate additional sensing capabilities Wearables Smartphones Point-of-Care IoT Devices Hearables
Smartpatches Smartbands Near Term Target Markets Expanded Market Opportunity Devices Blood pressure monitor, pulse oximeter, body temperature monitor, blood glucose monitor, alcohol monitor, IR spectrometer $18B TAM Mobile Smartphone $23B TAM 1.5B
Units Wearables Smartwatch, fitness band, smart earbuds $7B TAM 700M Units ____________________ Sources: IDC, Counterpoint Research, Strategy Analytics, TrendForce Research, leading consumer electronics manufacturer investor materials.
Rockley’s immediate commercial focus is wearables, mobile and medical devices, representing an attractive 2025 TAM of >$48B
The Emerging Healthcare Need Is Driving
a Massive Opportunity 1 ____________________ (1)Existing Technology Solutions: 1. PPG – simple technique from which vitals are extracted 2. IR spectroscopy – Ability to interrogate many complex bio-markers of chronic conditions and other
diseases. Strong market demand and societal growth trends… …are unmet by existing technology Current Technology Solutions(1) Chronic Conditions & Diseases Increasing consumer focus on preventative health Wearable tech rapidly
proliferating with emerging monitoring capabilities Covid-driven rethinking of “at-home” monitoring solutions Growing need for costly chronic care Health systems strained by demand High-cost, non-invasive monitoring solutions are only
available in-clinic ✘Lack integration across devices and technologies ✘Inability to miniaturize ✘Limited use cases ✘Not scalable Health & Wellbeing Awareness There is growing demand for miniaturized, non-invasive
sensing technology with real-time diagnostics and analytics that is affordable and accessible outside of a clinical setting à existing technology cannot meet these consumer healthcare needs
The Rockley Solution: Multi-Function
Clinic-on-the-Wrist Capability Current Smartwatch Technology ✘ Limited sensor capabilities ✘ Legacy LED technology ✘ Low resolution & accuracy Heart Rate & ECG Blood Oxygen Single sensor for multi-modal biochemical /
biophysical marker monitoring Functionality of numerous lasers on a single chip Unparalleled spectral resolution & accuracy New sensing functions unlocked… Current Medical Technology ✘ In-clinic / in-hospital monitoring only
✘ Bulky, high-cost medical lab equipment not available to average consumer ✘ Different equipment for different tests And more… Blood Pressure CGM (Glucose) Carbon Monoxide LactateAlcohol Blood Pressure Carbon Monoxide Glucose
Alcohol Lactate Rockley’s Multi-Function Clinic-on-the-Wrist Capability 2 Rockley’s optical technology enables the miniaturization of sensing devices necessary for the evolution of a wearable spectrometer
Rockley’s existing commercial
relationships with leading consumer device customers validate its unique technology and business opportunity à near-term commercial focus is on a robust pipeline of consumer device, medical device and life sciences companies Validated by
Leading Blue-Chip Customers 3 Engaged or Contracted Customers Identified as Potential Target Entered into Due Diligence 100+ 47 21 12 6 Started Discussions Proceeded to Contract Negotiations Represents >55% of smartphone and >50% of wearables
market ____________________ Sources: IDC, Counterpoint Research, Strategy Analytics, TrendForce Research, Consumer Electronics Manufacturer. By unit volume. Illustrative MedTech Pipeline Illustrative Health and Wellness Pipeline
Capex-light and Scalable Manufacturing
Model 4 Silicon Photonic Integrated Circuits and Wafer Scale Integration Auto, Consumer & Health qualified 400K+ wafers per year capacity High-Volume IC / Wafer Foundry III-V Semiconductor Active Optics Telecom & Consumer qualified Large
wafer scale, fully automated High-Volume III-V Semiconductor Foundry Electronic Integrated Circuits Used by most major consumer OEMs Qualified ultra high volume process node Leading Global IC Foundry Running proprietary process wholly-owned by
Rockley and protected by IP Capex-light, fabless model in partnership with global tier-1 foundries fully supports Rockley’s volume ramp up requirements
Multiple Avenues for Further Growth and
Upside Avenues for Growth Beyond Consumer Health Health and Wellness Revenue Projections 2020A-2024E ($M) 5 1,125 426 79 27 22 Medical Device and Predictive Analytics Data Center Connectivity JV with Hengtong Group Others Advanced Sensing
Communication and Computing Machine Vision Computer Connectivity Business plan through 2024 is based on health and wellness commercial strategy à other markets represent a compelling upside
World Class Management Team with Track
Record of Leading Public Technology Companies 6 ____________________ (1)Order of the British Empire. Mahesh Karanth Chief Financial Officer CFO, Enlightened CFO, Invensense (acquired by TDK) Partner at Ernst & Young Various senior role at CPQ
and HP Amit Nagra Chief Operating Officer EVP Operations, Source Photonics Director Operations, Luminent OIC Executive Team Dr. Andrew Rickman, OBE(1) Founder, CEO and Chairman Founder & CEO of Bookham, the first silicon photonics company
Chairman of Kotura (acquired by Mellanox) Awarded OBE in the Queen’s Millennium Honors Deep Bench of Industry Expertise and Talent Strong Engineering and Operational Team Builds on the Rockley Platform 156 Engineers 82 PhDs Roozbeh Parsa VP of
Sales and Marketing GM Product Line, Texas Instruments PhD, Stanford Hooman Abediasl VP of Product Engineering Nokia Bell Labs Award Winner Annenberg Fellow Ben Ver Steeg Senior Director of Sensing Product Module Development CEO, TruTouch
Technologies Co-Founder and CTO, Morelight Technologies Cas Wierzynski VP of Sensing Cloud and AI Product Senior Director AI Product, Intel Research Lead, Qualcomm PhD, Caltech Ara Nazarian Executive VP, Engineering VP Engineering, Marvell
Semiconductor Sr. Director of IC Design Engineering, Broadcom Michael Ng Controller Corporate Controller, Virgin Galactic Holdings, Inc. VP Finance, Mojix PwC
Agenda Rockley Photonics Overview
Investment Highlights Financial Overview Business Details
Evolution of Rockley’s
Cutting-Edge Technology Platform ____________________ (1)Via SIG-i Capital, a fund manager partially owned by Credit Suisse. (2)Funding history includes fundraising, non-recurring revenue, government grants and subsidies. Fab Agreement and team
installed New Partnerships: VTT CalTech Southampton Established deep relationship with lead CMOS foundry Company A relationship begins Rockley receives Global Technology Innovation Award TopangaTM World’s First OptoASIC Demonstrated Hengtong
JV formed Advanced Sensing Platform Completed Ovum acknowledges Rockley’s unique approach to Silicon Photonics Ahren Innovation Capital invests Head of Cavendish Labs joins board Credit Suisse backed Sig-i invests(1) Applied Ventures invests
Founded by Andrew Rickman – based on 30 years of experience with a unique, versatile photonics platform structured to capitalize on mega scale semiconductor production and to address a range of strong emerging and growing markets Irish R&D
Centre at Tyndall formed Publicly launched healthcare module offering 2005 TT founded Measurement science Clinical trials Benchtop instruments 2013 2014 2015 2016 2017 2018 2019 2020 2021 Morningside Ventures leads mezzanine round >$390M of total
funding(2) raised to date support the development and commercialization of Rockley’s module
Product Development and Commercial
Roadmap H1 H2 H1 H2 H1 H2 H1 H2 H1 H2 Chipset High volume consumer product Basic Module Hearable Low-end smart watch/band Mobile Advanced Module High-end smart watch High-end smart band Mobile (high-end / niche) Rockley Photonics Device Stand alone
/ medical grade Subscription Rockley Cloud Analytics RP Offering End-Product Form Factor Item Gen. 2 Gen. 3 Gen. 4 2025 2024 2023 2022 2021 The commercial launch of Rockley’s product offering is expected to be 2022 – 2023 Pre-alpha
samples Commercial launch & volume ramp Gen. 1 Gen. 2 Gen. 3 Gen. 4 Pre-alpha samples Commercial launch & volume ramp Gen. 1 Gen. 2 Gen. 3 Gen. 4 Pre-alpha samples Commercial launch & volume ramp Gen. 1 Gen. 2 Gen. 3 Pre-alpha samples
Commercial launch & volume ramp Gen. 1 Collaboration Platform Gen. 2 Gen. 3 Commercial launch & volume ramp Gen. 1
Product Applications in Wellness &
Healthcare Extended IR Spectroscopy Advanced Algorithms Carbon Monoxide Alcohol Continuous Glucose Monitoring Lactate PPG Visible & IR Spectroscopy Blood Oxygen Hydration Heart Rate / HR Variability Breath Rate Blood Pressure Core Body
Temperature Glucose indicator Health Trends Health Alerts Albumin, Urea, Creatinine, Others Sensor Fusion Cloud-based Big Data / Machine-Learning Advanced Module Applications Basic Module Applications Rockley Full Feature Devices Module evolution is
expected to include additional sensing capabilities to close the gap towards medical device grade technology
Rockley’s Module Has the Broadest
Biomarker Detection Capabilities Biomarkers Detection HR / HRV ü ü ü ü û Pulse Oximetry ü ü ü û û BP ü ü O O O Breath rate ü O O O O Body temp ü O
O O ü Body hydration ü O O O O Blood flow ü O O O O Hemoglobin Constituent ü O O O O Blood alcohol ü O O O O Lactate ü O O O O
Glucose ü O O O O Rockley’s technology is uniquely capable of sensing numerous biomarkers across LED and infrared wavelengths
Engagement with Blue Chip Mobile OEMs
Validate the Commercial Opportunity of Rockley’s Module Projected Revenue ($M) Long standing development and supply agreement Over $70M committed to date Leading producer globally with strong Asia channel MOU agreement signed Strong smart
phone channel and emerging wearables MOU agreement in final negotiation Strong smart phone channel, common investor in Rockley MOU agreement in final negotiation Leading platform of wireless biosensors MOU agreement signed One of the largest medical
device manufacturers globally Co-developing programs to address clinical market needs Company A Company B Company C Company D Company F Company E 2023-2024 commercialization plan is primarily driven by several large consumer device companies
currently engaged with Rockley
The Consumer Health Commercial
Opportunity is Underpinned by a Massive Market 0.0% 0.0% 11.4% 0.5% 0.7% 0.0% 20.9% 1.9% 0.0% 1.6% 0.1% 4.0% Total Serviceable Available Market(1)(2) (in $B) ’s Market Penetration Wearables Mobile Total Penetration Sensitivities Analysis for
2024E Revenue(2) (in $M) ____________________ Sources: IDC, Counterpoint Research, Strategy Analytics, TrendForce Research, leading consumer electronics manufacturer investor materials. Declining SAM estimate driven by ASP erosion. Pro Forma 2024E
revenue scaled up by ratio of illustrative penetration rate to forecast penetration rate. 2024 revenue forecast represents <5% penetration of wearables and mobile SAM à significant further upside remaining
Rockley’s technology capabilities
offer MedTech OEMs and patients enhanced tools for potential disease detection and management Impacting Disease Prevention and Management by Partnering with MedTech Companies US Prevalence (M) US Prevalence of Major Diseases(1) Heart Cancer Liver
Kidney Lung Brain Pancreas Thyroid Infection Diabetes Cardiovascular Robotic Surgery System Arterial Stiffness Rockley’s focus Continuous Glucose Monitoring Wearable Biosensing Technology Future example: Laser Doppler Vibronmetry Advanced
Sensing ____________________ Sources: Center of Disease Control and Prevention, endoctrineweb.
Rockley’s Module Can Detect
Numerous Critical Biomarkers to Assist Disease Detection & Management IR Diagnostics assistance indicator Visible Coronary Arterial Disease Diabetes Chronic Kidney Disease Covid-19 Albumin ü Urea ü Creatinine ü Glucose ü
ü ü ü Lactate ü Core body temp ü Hydration ü ü ü Alcohol ü Bilirubin Hemoglobin ü SpO2 ü RR ü ü HR / HRV ü ü ü BP ü ü ü ü Population (USA) 18M 34M
37M 28M Many Other Diseases: Asthma COPD Cirrhosis Hep C Alzheimer's Stroke Flu Sepsis Cancer ü IR technology enables early detection of organ decline and continuous monitoring of patients living with chronic diseases
Revolutionary technology is protected
by deep moat of patents, know-how and trade secrets covering numerous domains Rockley Benefits from Several Hard-to-Replicate Strengths Creating a Competitive Moat Technology & Process Complexity End-to-end control over design, manufacturing and
packaging process, algorithms and software Disciplined and systematic documentation and protection of critical know-how, trade secrets and proprietary information Robust Patent Portfolio Covering Numerous Domains 131 issued patents 81 pending
applications Extensive geographic coverage over numerous relevant technology domains World Class Management and Engineering Team Highly regarded silicon photonics and measurement science experts, with advanced technical degrees and world recognition
of scientific capabilities Led by a pioneer in silicon photonics industry Research & Development $300M+ of R&D, NRE and >7 years of continuous specialization create a frontier technology that unlocks new use cases R&D has been
supported through partnerships with leading research institutions and consumer electronics and MedTech companies
Creating Next-Generation Health Care
Impact Rockley Photonics is driving the future of digital health monitoring by unlocking equitable access to necessary health information across developed and emerging markets through affordable wearable, mobile, and medical device technology
Rockley is enabling underserved communities to receive the health information they need through telehealth and remote monitoring. In essence, the company provides condition monitoring without the costly and inconvenient trips to clinics
Additionally, IR wavelengths utilized in Rockley’s products are less susceptible to skin tone variations than visible LEDs. As such, the company provides the first of its kind in eliminating racial bias commonly found in health care wearable
technology to date ESG Value Proposition Industry Landscape The World Health Organization (WHO) estimates that 12% of the global population spends more than 10% of their household income on healthcare spending The 2020 global health crisis escalated
the urgent need to establish fair and equal pathways to proper health care access Rockley Photonics’ technology is positioned to alter the way the world accesses critical health information through telehealth, condition monitoring, and
racially unbiased wearable technology in underserved communities Awards The IEEE Communications Society’s 2021 Charles Kao Award Winner for Best Optical Communications & Networking Paper Industry Affiliations
We Are Contributing to the UN
Sustainable Development Goals Rockley’s solution increases access to affordable health care and health-related information Monitor numerous biomarkers, some of which are life crucial Employees have access to numerous health and wellness
programs Increasing female representation on the Board of Directors Female representation on BoD increased from 14% in 2019 to 33% in 2021 Work closely with strategic partners that: Use renewable energy (TSMC) Implement energy-efficient production
methods (TSMC and NWF) High-value job creation in a growing industry Workforce compensation is benchmarked between the 50th and 90th percentile with total pay averaging at the 75th percentile Multiple opportunities for career starters (students,
graduates) to join the growing photonics industry Award winning technology which improves data center energy consumption and efficiency Streamlined, proprietary high-volume / throughput manufacturing which allows to produce more with lower
environmental footprint Collaborative partnerships with leading research institutions and consumer electronics and medical devices companies to drive innovation Supply partner network of ESG leaders Manufacturing outsourced to suppliers with
industry-leading environmental efficiency Lean and resilient supply chain Emission-reducing supply chain and technology Rockley’s innovative technology facilitates energy efficiency, reducing GHG emissions from power consumption The UN
Sustainable Development Goals are a Collection of 17 Interlinked Global Goals Designed to be a “Blueprint to Achieve a Better and more sustainable Future for All”
Global Development & Manufacturing
Ecosystem Engineering / Ops HQ In-House R&D Facility UNITED KINGDOM Corporate HQ III-V and SiPh process engineering PASADENA, USA Engineering HQ SiPh/III-V & IC design process, packaging, and operations Corporate HQ IRVINE, USA Healthcare
applications laboratory SAN JOSE, USA Commercial product engineering IRELAND III-V photonics process technology FINLAND Silicon photonics Process technology GLOBAL Volume foundry partners and development partners USA UK / Europe Asia Pacific Joint
Venture CHINA Joint Venture Optical transceivers Rockley’s value chain partners across the globe provide the flexibility to scale and are ready for commercial launch
Agenda Rockley Photonics Overview
Business Details Financial Overview Investment Highlights
Total Revenue Outlook (Revenue in $M)
Prior to 2022, revenue is mostly driven by NRE Significant revenue increase from 2023 onwards, on the back of commercial adoption by consumer technology manufacturers Revenue is expected to cross the $1B in 2024 driven by sensor volume ramp up with
contracted customers NRE-driven revenue Chipset and Module ramp-up Chipset and Module Revenue
P&L Outlook ____________________
2020A CapEx = Purchase of Property and Equipment + Purchase of Asset Acquisition. Free Cash Flow = Operating Cash Flow – Capital Expenditure. Revenue growth accelerates in 2023E as commercial sensor delivery ramps up Gross and EBITDA margins
expand as efficiencies from mass production are realized Limited CAPEX requirement of US$10M – US$50M per annum Aimed at funding portion of backend processing – improve IP protection, quality control, and process Free cash flow expected
to turn positive by 2024E 1 2 3 4 1 2 2 3 4
Improved Growth and Margins
Post-Commercialization Increased Growth Potential Higher Margins Market Penetration(2) (%) Revenue Growth (%) Product Margin(3) (%) Gross Margin (%) EBITDA Margin (%) Number of Expected Customers(1) ____________________ Customer contributing to
product revenue. Share of serviceable available market of wearables. Blended margin across all products. Not meaningful as EBITDA is forecasted to be negative.
Public Peer Operational Benchmarking
Revenue CAGR CY2022E-CY2024E CY2020A-CY2022E Median: 120.1% Mean: 129.8% Median: 14.5% Mean: 14.2% Recent SPAC Mergers Medical Devices Semiconductors Median: 21.5% Mean: 35.6% ____________________ Source: Company filings, Factset and Wall Street
Research. Note: Market data as of July 22, 2021.
Valuation Benchmarking EV / Revenue EV
/ CY2024E Revenue EV / CY2022E Revenue Median: 6.9x Mean: 7.2x Median: 2.9x Mean: 3.7x Median: 12.0x Mean: 12.9x ____________________ Source: Company filings, Factset and Wall Street Research. Note: Market data as of July 22, 2021. Recent SPAC
Mergers Medical Devices Semiconductors
Transaction Priced at Highly
Conservative Entry Valuation Key Assumptions: Entry EV: $1,227m Investment Period: 3 years Required 2024 Revenue to Achieve $2.1bn Future EV in 3 Years (US$M): Implied Downside Protection Based on Target 20% Return Conservative Entry Valuation
Rockley’s $1.2B pro forma enterprise value implies a ~1.1x EV / 2024E revenue Semiconductor peers are trading at ~2.9x EV / 2022E revenue and medical devices peers are trading at ~12.0x EV / 2022E revenue On an equivalent year basis,
Rockley’s high growth SPAC peers are trading on ~6.9x EV / 2024E revenue 2024E revenue projection of $1.1B assumes the following: Conservative ~4% market penetration rate à a 10% market penetration rate would imply ~$2.8B revenue Excludes
attractive commercial opportunities beyond consumer health and wellness 62% Haircut from Mgmt Projections 37% Haircut from Mgmt Projections Only ~50% of 2024 revenue is priced into the de-SPAC valuation Required IRR: 20% Implied Future EV:
$2,120m
Thank You
Appendix
Historical P&L and 4-Year Outlook
____________________ 2020A CapEx = Purchase of Property and Equipment + Purchase of Asset Acquisition. Free Cash Flow = Operating Cash Flow – Capital Expenditure.
Comparable Companies
____________________ Source: Company filings, Factset and Wall Street Research. Note: Market data as of July 22, 2021.
Glossary ASIC –
Application-Specific Integrated Circuit AFE – Analog front-end BP – Blood Pressure CAD – Coronary Artery Disease CGM – Continuous Glucose Monitoring CHF – Congestive Heart Failure CKD – Chronic Kidney disease COPD
– Chronic Obstructive Pulmonary Disease ECG – Electrocardiogram EV – Enterprise Value Hep C – Hepatitis C HR – Heart Rate HRV – Heart Rate Variability Hypo – hypoglycemia IC – Integrated Circuit IoT
– Internet of Things IP – Intellectual Property IR – Infrared Radiation LED – Light-Emitting Diode MOU – Memorandum of Understanding MUX – Multiplexer NRE – Non-recurring engineering PAD – Peripheral
Arterial Disease PPG – Photoplethysmography RR – Respiratory Rate R&D – Research and Development SAM – Serviceable Available Market SiPh – Silicon Photonics SPAC – Special Purpose Acquisition Company SpO2
– Peripheral Capillary Oxygen Saturation TAM – Total Addressable Market TT – TruTouch
Photonics as pervasive as
micro-electronics
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