TIDMENSI
RNS Number : 7164W
EnSilica PLC
14 December 2023
THIS ANNOUNCEMENT, INCLUDING THE APPIX AND THE INFORMATION IN
IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN, NEW ZEALAND, SINGAPORE OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMED) ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED
UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE
INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF
SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
14 December 2023
EnSilica plc
("EnSilica", the "Company" or the "Group")
Placing to raise GBP1.56 million and
new business update
EnSilica, a leading chip maker of mixed signal ASICs
(Application Specific Integrated Circuits), announces that it has
conditionally raised approximately GBP1.56 million (before
expenses) by way of a placing ( the " Placing ") of a total of
3,892,500 new ordinary shares of 0.1p each in the Company
("Ordinary Shares") at a price of 40 pence per new Ordinary Share
(the "Issue Price").
Subscribers in the Placing will receive one warrant for every
one Ordinary Share subscribed for pursuant to the Placing, with
each warrant entitling the holder to acquire one new Ordinary Share
at a price of 55 pence at any time in the 18-month period from the
date of Admission (as defined below) (the "Warrants").
The Placing and issue of the Warrants utilises substantially all
the existing share authorities available to the directors to issue
shares for cash on a non-pre-emptive basis, as approved at the
Company's annual general meeting held on 28 November 2023.
Allenby Capital Limited (" Allenby Capital ") is acting as sole
broker in connection with the Placing.
Highlights
-- Equity raise of GBP1.56 million at 40p per share to finance new business opportunities.
-- With the Company's potential sales pipeline now estimated at
US$360 million, the net proceeds of the Placing will be used to
support the tender and execution of new and higher levels of
activity, including but not limited to:
o seeking to secure two material ASIC design and supply
contracts;
o a potential material contract for the "tape-out" and supply of
a potentially high volume ASIC;
o progressing two significant consultancy contracts that could
be worth, in aggregate, up to US$7.1 million if scoping studies are
successful and proceed to the next stage; and
o expansion of work for existing contracts to include "tape-out"
and wafer supply.
Ian Lankshear, Chief Executive Officer of EnSilica plc,
commented:
" We are delighted that our shareholders have continued to
support our growth ambitions as we seek to capitalise on a number
of exciting opportunities. We are particularly pleased to be
investing in expanding our operational footprint internationally
and to further leverage our standing as a leading European mixed
signal semiconductor manufacturer ."
Details of the Placing and reasons for it are set out further
below.
For further information please contact:
EnSilica plc Via Vigo Consulting
Ian Lankshear, Chief Executive Officer +44 (0)20 7390 0233
www.ensilica.com
Allenby Capital Limited, Nominated Adviser +44 (0)20 3328 5656
& Broker info@allenbycapital.com
Jeremy Porter / Vivek Bhardwaj (Corporate
Finance)
Joscelin Pinnington / Tony Quirke (Sales
& Corporate Broking)
Vigo Consulting (Investor & Financial Public +44 (0)20 7390 0233
Relations) ensilica @vigoconsulting.com
Jeremy Garcia / Kendall Hill
About EnSilica
EnSilica is a leading fabless design house focused on custom
ASIC design and supply for OEMs and system houses, as well as IC
design services for companies with their own design teams. The
Company has world-class expertise in supplying custom RF, mmWave,
mixed signal and digital ICs to its international customers in the
automotive, industrial, healthcare and communications markets. The
Company also offers a broad portfolio of core IP covering
cryptography, radar, and communications systems. EnSilica has a
track record in delivering high quality solutions to demanding
industry standards. The Company is headquartered near Oxford, UK
and has design centres across the UK and in Bangalore, India and
Porto Alegre, Brazil.
Further details of and background to the Placing
Background to the Placing and use of proceeds
EnSilica has continued to consolidate its position as a go-to
ASIC partner in the global market during 2023. As announced by
EnSilica on 28 November 2023, EnSilica has delivered a resilient
performance in the first half of its current financial year ,
covering the six months to 30 November 2023, due to a combination
of continued new business momentum and the execution of a number of
significant contracts with several key customers. In this regard,
the directors of EnSilica (the "Directors" or the "Board") also
noted that, while EnSilica continues to trade in line with market
expectations for the financial year ending 31 May 2024, new
business generation remains strong with EnSilica's current sales
pipeline of opportunities and potential contracts standing at an
estimated US$360.0 million of lifetime revenues. This includes
EnSilica being in advanced discussions for several significant
design and supply contracts.
More broadly, EnSilica has made considerable progress towards
the consolidation of its underlying business strategy, increasingly
focusing on more lucrative revenue opportunities from design and
supply engagements. In this respect, the Board is pleased to
highlight that three of its ASICs are now in the supply phase of
EnSilica's long-term revenue model and another six ASICs are in the
design phase. Most notably, on 22 May 2023, EnSilica announced that
it anticipates generating US$40.0 million in revenues over the next
six years from the supply of ASICs to be used in a new flagship
vehicle by a premium automotive company (the "Automobile ASIC
Project").
Notwithstanding EnSilica's near term cashflows continuing to be
supported by, inter alia, existing contracts, consultancy
engagements and scoping studies , the Company is experiencing an
acceleration in new business opportunities that require additional
investment and working capital. In light of the active and
near-term opportunities, the Board considers it to be in the
Company's shareholders' best interests to take advantage of
EnSilica's ordinary shares being publicly quoted and to raise funds
through the issue of new equity. The Placing will provide funding
for the Company to pursue potential new contracts and invest in
certain new projects, which may include some of the opportunities
highlighted below:
-- Design and supply opportunities
EnSilica is in advanced discussions in relation to two
potentially material ASIC design and supply contracts, which will
require additional capital expenditure and working capital should
these discussions be successful. The first concerns a contract to
replace an existing integrated circuit ("IC") used for a high
volume industrial application, in a sector where EnSilica has
experience in supplying similar ICs, although in lower volumes, to
a European-based customer.
The second potential contract relates to an ASIC for use in
telecommunications infrastructure. Should EnSilica be successful in
securing this contract, the NRE (non-recurring engineering) cost is
material and will be funded by the customer. Working capital is
required to bridge the milestone payments and significant revenues
are expected over the life of the ASIC production.
Furthermore, EnSilica is pleased to have been approached by a US
electronics company to potentially execute the "tape-out" and
supply of a material ASIC contract. Tape-out starts the
manufacturing of the "mask sets" used for the mass production of an
ASIC. While this potential contract is anticipated to be low margin
for EnSilica and will require some initial working capital, the
ASIC has been designed in-house by the customer and the Directors
expect that this contract will be comprised of high production
volumes. Therefore, the Directors believe that EnSilica will
benefit from improved pricing dynamics and margins on this and
future ASIC production with semiconductor fabrication plants, as
well as strengthening EnSilica's relationship with leading
stakeholders in the semiconductor supply chain. In addition, the
Directors expect that this contract would help accelerate the
growth of EnSilica's presence and future activity in the United
States.
-- Anticipated capital expenditure associated with recent business success
In light of the Automobile ASIC Project's forecasted supply
revenues increasing from US$25.0 million to US$40.0 million as a
result of the ASIC being used in additional models, further testing
capacity is required. In order to reduce EnSilica's testing costs
and ultimately improve the competitiveness of the Automobile ASIC
Project, with further investment EnSilica intends to strengthen its
supply chain networks in Asia and increase EnSilica's tooling and
engineering resources for this project.
Similarly, after designing an ASIC for use in a communications
application, EnSilica is now pleased to be in the position to
perform the "tape-out" milestone, marking the commencement of the
manufacturing of the mask sets used for the mass production of the
advanced node ASIC. The working capital expenditure associated with
this will fund the wafer supply. EnSilica will receive royalties on
each ASIC supplied.
-- Consultancy opportunities
While design and supply remain at the core of EnSilica's
business strategy, EnSilica is in advanced discussions to secure
two new consultancy contracts from two customers operating in the
avionics and industrial electronics sectors respectively. In both
instances, the initial scoping studies are to be financed by the
respective customer and one has recently commenced. Should the
scoping studies for these projects be successful, design and supply
contracts are potentially available for estimated revenues of, in
aggregate, US$7.1 million. While the Directors believe that the
working capital cycle is anticipated to be relatively short, both
contracts are anticipated to require an increase in engineering
headcount.
While the Directors consider that discussions on various
contracts and opportunities, including those set out above, are
advanced or in final stages of negotiations, and expect the Placing
funds to help facilitate these, there is no guarantee that such
contracts and opportunities will be executed nor as to the final
terms or timing.
To support EnSilica's growth, the Company has the opportunity to
hire an international engineering team with an economically
attractive cost base for semiconductor engineering activity. While
not directly reliant on the Placing, EnSilica is keen to add to its
existing capacity in order to take advantage of current and future
opportunities.
Details of the Placing
The Placing comprises the issue of 3,892,500 new Ordinary Shares
(the "Placing Shares" ) at the Issue Price to conditionally raise
GBP1.56 million before expenses for the Company (approximately
GBP1.42 million after expenses but excluding VAT).
The Placing Shares and any Ordinary Shares issued pursuant to
the exercise of Warrants will be issued on a non-pre-emptive basis
utilising substantially all the authorities granted to the Board at
the Company's annual general meeting held on 28 November 2023 .
When issued, the Placing Shares will represent approximately
4.75 per cent of the enlarged share capital of the Company and will
rank pari passu with the existing Ordinary Shares in the
Company.
The Issue Price represents a discount of approximately 14 per
cent. to the closing mid-market price of an Ordinary Share on 13
December 2023, being the latest practicable date prior to the
publication of this announcement.
The Company and Allenby Capital have entered into a placing
agreement pursuant to which Allenby Capital has, subject to certain
conditions, procured subscribers for the Placing Shares at the
Issue Price (the "Placing Agreement"). The Placing Agreement
contains provisions entitling Allenby Capital to terminate the
Placing (and the arrangements associated with it), at any time
prior to Admission (as defined below) in certain circumstances,
including in the event of a material breach of the warranties given
in the Placing Agreement, the failure of the Company to comply with
its obligations under the Placing Agreement, or the occurrence of a
force majeureevent or a material adverse change affecting the
financial position or business or prospects of the Company. If this
right is exercised, the Placing will not proceed and any monies
that have been received in respect of the Placing will be returned
to the applicants without interest and Admission will not occur.
The Company has agreed to pay Allenby Capital a placing commission
and all other costs and expenses of, or in connection with, the
Placing.
The Placing is not being underwritten by Allenby Capital or any
other person.
Details of the Warrants
Subscribers in the Placing will receive one Warrant for every
one Ordinary Share subscribed for pursuant to the Placing, with
each Warrant entitling the holder to acquire one new Ordinary Share
at a price of 55 pence at any time in the 18-month period from the
date of Admission (as defined below). Therefore, a total of
3,892,500 Warrants will be issued to subscribe for 3,892,500 new
Ordinary Shares. If all the Warrants are exercised in full EnSilica
will receive gross proceeds of a further approximately GBP2.14
million.
The Warrants may be exercised in whole or in part, provided that
any partial exercise of Warrants by a holder shall be for a minimum
aggregate exercise price of GBP10,000 or, if less, the balance of
the relevant holder's Warrants then outstanding. The Warrants are
not secured and are non-transferable by the holders without the
prior consent of the Company. The Warrants will be in certificated
form and none of the Warrants will be admitted to trading on AIM or
any other stock exchange.
Change to significant shareholdings in the Company
As a result of the issue of the Placing Shares, the shareholding
of Ian Lankshear, CEO of the Company, will be diluted on Admission
to approximately 19.56 per cent. (the number of Ordinary Shares he
holds will remain the same at 16,040,358) and the shareholding of
Richard Hamer (a co-founder and employee of EnSilica), will be
diluted on Admission to approximately 8.71 per cent. (the number of
Ordinary Shares he holds will remain the same at 7,144,990).
Admission to AIM
Application has been made to London Stock Exchange plc for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is currently anticipated that Admission will become effective and
that dealings in the Placing Shares will commence on AIM at 8.00
a.m. on or around 19 December 2023.
Total voting rights
On Admission, the Company will have 82,007,658 ordinary shares
of 0.1p each in issue, each with one voting right. There are no
shares held in treasury. Therefore, upon Admission, the Company's
total number of ordinary shares in issue and voting rights will be
82,007,658 and this figure may be used by shareholders from
Admission as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's
Disclosure Guidance and Transparency Rules.
IMPORTANT NOTICES
Notice to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended and as this is applied in the
United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II and
Regulation (EU) No 600/2014 of the European Parliament, as they
form part of UK law by virtue of the European Union (Withdrawal)
Act 2018, as amended; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The
Ordinary Shares are not appropriate for a target market of
investors whose objectives include no capital loss. Notwithstanding
the Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital projection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Allenby Capital will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Ordinary Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate
distribution channels.
Forward Looking Statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that
are not facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not constitute, or form part of, a
prospectus relating to the Company, nor does it constitute or
contain any invitation or offer to any person, or any public offer,
to subscribe for, purchase or otherwise acquire any shares in the
Company or advise persons to do so in any jurisdiction, nor shall
it, or any part of it form the basis of or be relied on in
connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This announcement is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or
into Australia, Canada, Japan or the Republic of South Africa or
any jurisdiction into which the publication or distribution would
be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation
of an offer to buy or acquire shares in the capital of the Company
in Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any jurisdiction in which such offer or solicitation
would be unlawful or require preparation of any prospectus or other
offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities
laws of any such jurisdiction. Persons into whose possession this
announcement comes are required by the Company to inform themselves
about, and to observe, such restrictions.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. 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,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
General
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) or any previous
announcement made by the Company is incorporated into, or forms
part of, this announcement.
Allenby Capital, which is authorised and regulated by the FCA in
the United Kingdom, is acting as Nominated Adviser and Broker to
the Company in connection with the Placing. Allenby Capital will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Allenby Capital or
for providing advice to any other person in connection with the
Placing. Allenby Capital has not authorised the contents of, or any
part of, this announcement, and no liability whatsoever is accepted
by Allenby Capital for the accuracy of any information or opinions
contained in this announcement or for the omission of any material
information, save that nothing shall limit the liability of Allenby
Capital for its own fraud.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEMZMMZMFVGFZZ
(END) Dow Jones Newswires
December 14, 2023 02:00 ET (07:00 GMT)
Grafico Azioni Ensilica (LSE:ENSI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Ensilica (LSE:ENSI)
Storico
Da Giu 2023 a Giu 2024