Prospectuses and communications, business combinations



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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



Subject Companies:



Rockley
Photonics Limited



SC Health Corporation



(Commission File

No. 001-38972)

























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SC Health
Corporation – Business Combination Announcement



March 19, 2021




Call Participants:




AJ Coloma




SC Health Corp. (“SC Health”), CEO




Dr. Andrew Rickman, OBE

1





Rockley Photonics, Ltd. (“Rockley”), Founder, Chairman & CEO




Mahesh Karanth




Rockley Photonics, CFO




Ciaran Rooney




Rockley Photonics, VP of Corporate
Development




Presentation:




Mark Roberts,
Blueshirt Group



Welcome to the Rockley Photonics and SC Health or SCPE investor conference call and webcast. SCPE has filed an investor presentation
with the SEC, which is also available on SC Health’s website at www.schealthcorp.com and Rockley’s website at www.rockleyphotonics.com. Please review the disclaimers included in the investor presentation and refer to that as a guide for
today’s call. The presentation will also be helpful to reference in conjunction with management’s commentary. Management will not be fielding any questions on today’s call.



Statements we make during this call that are not statements of historical facts constitute forward-looking statements that are subject to risks, uncertainties
and other factors that could cause our actual results to differ from historical results and/or from our forecast, including those set forth in SCPE’s Form

8-K

filed today. For more information, please
refer to the risks, uncertainties and other factors discussed in the SEC filings.



All cautionary statements that we make during this call are applicable
to any forward-looking statements we make whenever they appear. You should carefully consider the risks, uncertainties, and other factors discussed in SCPE’s SEC filings. Do not place undue reliance on forward-looking statements, which we
assume no responsibility for updating.



With that, I’ll turn the call over to AJ Coloma, CEO of SC Health.











1



Order of the British Empire


























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AJ Coloma




SC Health, CEO



Thank you for joining us today. My name is
AJ Coloma; I am the CEO of the SPAC, SC Health, and a Managing Director at SIN Capital, an investment firm based in Singapore which is the sponsor of the SPAC. We’re delighted to have Dr. Andrew Rickman and his team from Rockley Photonics
here today and we’re very excited to bring this opportunity to the New York Stock Exchange. Dr. Rickman is not only a leader in silicon photonics, but also the commercial founder of the industry, so this is a rare opportunity for public
investors to partner with a founder of his caliber.



At SIN Capital, we are healthcare investors, and the SPAC has a mandate for healthcare platforms.
Rockley has developed a photonic sensing platform that we believe is transformational versus existing technology in terms of its range, accuracy, and efficiency, among other things, but its applications in health and wellness is what excites us as
healthcare investors, in the near term, as a key component in consumer wearable devices such as smartwatches, fitness bands, and mobile devices and, in the medium term, in medical device technology. Dr Rickman will take you through their exciting
strategic partnerships, which include one of the largest technology companies in the world, that company have stated that it views health and wellness as critical to their product offerings, as well as one of the largest medical device companies in
the world. We believe the company is poised for substantial and imminent commercial growth, which is why we are happy to bring Rockley to the listed markets now rather than later.



In addition to Dr Rickman, we also have with us today Mahesh Karanth, Group Chief Financial Officer at Rockley and Ciaran Rooney, who is Vice President of
Corporate Development at the Company.



Page 5 is a brief summary of SIN Capital; I won’t spend too much time here except to mention that we are
long-term investors and we expect to be supportive and engaged partners to the Rockley team for years to come.



As you can see on page 6, we are pricing
the business at an enterprise value of US$1.2 billion on a pro forma basis. I want to quickly emphasize a few key points on deal structure contributing to the attractiveness of this transaction. First, there is zero cash secondary consideration
with 100% equity rollover. We believe this signals strong conviction from Rockley’s existing investors that there is substantial upside to come. Second, we are injecting around US$283 million of cash, assuming no SPAC shareholder
redemptions and including $150 million from PIPE proceeds into Rockley’s balance sheet to fund the company’s product launch and commercialization strategy for the next 4 to 5 years. As a result, we believe the business should be
well-capitalized to execute on its growth plans with alignment between management and public investors.



Let me now hand it over to Dr. Rickman and
team.




Dr. Andrew Rickman




Rockley, Founder,
Chairman & CEO



Thanks, AJ. Let me start off by telling you about the technology we’ve spent years developing. We believe this technology
is a game-changer for wearables, consumer, and medical devices. This is more ground-breaking than the first touchscreen or voice recognition in your smartphone and will change the way we monitor our health going forward. Our module compresses the
sensing capabilities of a tabletop

























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clinical spectrometer into a wearable chip that could be carried on your wrist. This enables continuous monitoring of numerous biomarkers, some of which are life critical such as hydration, blood
pressure, core




The above information was disclosed in a filing to the SEC. To see the filing, click here.

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