ENSI Ensilica Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA,  JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

24 May 2024

EnSilica plc

("EnSilica", the "Company" or the "Group")

Result of Placing and Subscription

At 4.47pm on 23 May 2024 EnSilica (AIM: ENSI) announced a proposed equity fundraising by way of an accelerated bookbuild (the "Fundraising Announcement"). The Board of EnSilica is pleased to announce that the Bookbuild has concluded and that it has conditionally raised gross proceeds of £4.9 million at the Issue Price of 45p through (i) the Placing of 9,977,976 Placing Shares to new and existing institutional investors and (ii) the Subscription for 910,913 Subscription Shares.

Due to the limited existing share authorities available to issue new Ordinary Shares, the Placing will be conducted in two tranches, as follows:

·    a placing of 7,512,857 Placing Shares (the "First Placing Shares") at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 18 March 2024 (the "First Placing"); and

·    a conditional placing of 2,465,119 Placing Shares (the "Second Placing Shares") at the Issue Price to be issued conditional on the passing of the Resolutions at the General Meeting (the "Second Placing"). The General Meeting is expected to take place on 17 June 2024, notice of which will be sent to shareholders next week.

In addition to the Placing and the Subscription, the Company expects to shortly announce a separate Retail Offer through WRAP and this is expected to remain open until 4.00 p.m. on 29 May 2024.

The First Placing and the Subscription are conditional upon, inter alia, First Admission becoming effective on or around 28 May 2024. The Second Placing and the WRAP Retail Offer (together the "Conditional Fundraising") are conditional upon, inter alia, the passing of the Resolutions to be proposed at the General Meeting to be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on 17 June 2024 and Second Admission becoming effective on or around 19 June 2024. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.

Director participation

Mark Hodgkins, Kristoff Rademan, David Tilston, Janet Collyer and Noel Hurley have conditionally subscribed for a total of 49,111 new Ordinary Shares at the Issue Price in the Fundraising as set out below:

The FCA notification in respect of these director dealings, made in accordance with the requirements of UK MAR, is appended further below.

Change to significant shareholding in the Company

As a result of the issue of the Placing Shares and the Subscription Shares, the shareholding of Ian Lankshear, CEO of the Company, will be diluted on First Admission to approximately 17.16 per cent. (the number of Ordinary Shares he holds will remain the same at 16,040,358).

General Meeting and posting of the Circular

The Second Placing and the WRAP Retail Offer are conditional on, inter alia, the Resolutions which are required to implement the Conditional Fundraising being duly passed at the General Meeting to be held at 10.00 a.m. on 17 June 2024.

A Circular, containing further details of the Fundraising and the notice of General Meeting, is expected to be despatched to Shareholders on or around 29 May 2024.

Admission to AIM

Application has been made to the London Stock Exchange plc for the admission of the First Placing Shares and the Subscription Shares to trading on AIM and it is expected that First Admission will occur at 8.00 a.m. on 28 May 2024 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 11 June 2024).

Subject to the passing of the Resolutions, application will be made to the London Stock Exchange plc for the admission of the Second Placing Shares and the WRAP Retail Offer Shares (the "Conditional Fundraising Shares") to trading on AIM and, subject to, inter alia, approval of the Resolutions by Shareholders at the General Meeting, it is expected that Second Admission will become effective and dealings in the Conditional Fundraising Shares will commence at 8.00 a.m. on 19 June 2024 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 3 July 2024).

Total voting rights

Immediately following First Admission, the Company will have 93,468,928 ordinary shares of 0.1p each in issue, each with one voting right.  There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 93,468,928 and this figure may be used by shareholders from First 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.

Subject to, inter alia, the passing of the Resolutions, a further announcement will be made in due course in relation to the total number of voting rights of the Company from Second Admission.

Unless otherwise defined, definitions contained in this Announcement have the same meaning as set out in the Fundraising Announcement.

This Announcement is made in accordance with the Company's obligations under Article 17 of UK MAR and the person responsible for arranging for the release of this Announcement on behalf of EnSilica is Ian Lankshear, Chief Executive Officer.   

For further information please contact:

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 India and Brazil.

Director/PDMR MAR disclosures

The following notification, made in accordance with the requirements of the UK Market Abuse Regulation, gives further details.

IMPORTANT NOTICES

Notice to Distributors

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.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, 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 UK 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 UK Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of chapters 9A or 10A respectively of the COBS; 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 Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

EU Product Governance Requirements

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 Limited ("Allenby Capital") and Singer Capital Market Securities Limited ("Singer Capital Markets") 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.

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.

This Announcement has been issued by, and is the sole responsibility of, the Company. 

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser, Joint Broker and joint Bookrunner 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 or any acquisition of shares in the Company. Allenby Capital has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Allenby Capital in respect of such contents, 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. Allenby Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange plc and are not owed to the Company or to any Director or to any other person.

Singer Capital Markets, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Lead Bookrunner to the Company in connection with the Placing. Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to clients of Singer Capital Markets or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Singer Capital Markets has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Singer Capital Markets  in respect of such contents, and no liability whatsoever is accepted by Singer Capital Markets 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 Singer Capital Markets for its own fraud.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The price and value of securities can go down as well as up. Past performance is not a guide to future performance.