Placing to raise £1.1 million and notice of GM

EnSilica PLC

27 February 2024

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN,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 AMENDED) ("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.

27 February 2024

EnSilica plc

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

Placing to raise £1.1 million and notice of General Meeting

EnSilica, a leading chip maker of mixed signal ASICs (Application Specific Integrated Circuits), announces that it has conditionally raised approximately £1.1 million (before expenses) by way of a placing (the "Placing") of a total of 2,230,000 new ordinary shares of 0.1p each in the Company ("Placing Shares") at a price of 50 pence per new Ordinary Share (the "Issue Price").

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in connection with the Placing.

Highlights

·    Placing to conditionally raise approximately £1.1 million through the issue of 2,230,000 Placing Shares at 50p per Placing Share.

·    Net proceeds of the Placing will provide additional working capital for the Company, alongside expected receipt of customer payments and R&D tax credits.

·    The issue and allotment of the Placing Shares is conditional, inter alia, upon the passing of resolutions to authorise such issues and allotments and disapply pre-emption rights (the "Resolutions") to be put to shareholders at a general meeting of the Company on 18 March 2024 (the "General Meeting").

Background to the Placing and use of proceeds

On 26 February 2024, the Company announced its unaudited interim results for the six months ended 30 November 2023 (the "Results").  As detailed in the Results, EnSilica has delivered a resilient performance in the first half of the current financial year ending 30 May 2024, due to a combination of continued new business momentum and the execution of a number of significant contracts with several key customers. New business generation remains strong with EnSilica's current sales pipeline of opportunities and potential contracts standing at an estimated US$512 million of lifetime revenues. This includes EnSilica being in advanced discussions for several significant design and supply contracts, including an expected follow-on contract worth approximately US$3.8 million following initial consultancy work that commenced in December 2023.

The net proceeds of the Placing will provide the Company with additional working capital and as detailed in the Results, further cashflow is expected from R&D tax credits and significant customer payments in March and April 2024.  Notwithstanding this, the Company continues discussions for invoice financing facilities and potential debt funding of up to £1.0 million.

Details of the Placing

The Placing comprises the issue of 2,230,000 new Ordinary Shares (the "Placing Shares") at the Issue Price to conditionally raise £1,115,000 before expenses for the Company (approximately £1 million after expenses but excluding VAT).

The issue and allotment of the Placing Shares is conditional, inter alia, upon i) the passing of the Resolutions, to authorise such issues and allotments and disapply pre-emption rights, to be put to shareholders at a general meeting of the Company on 18 March 2024; and ii) for the Placing Shares to be admitted to trading on AIM ("Admission") on or before 8.00 a.m. on 20 March 2024 (or such later date as Allenby Capital and the Company may agree being not later than 8.00 a.m. on 5 April 2024). Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.

When issued, the Placing Shares will represent approximately 2.65 per cent of the enlarged share capital of the Company and will rank pari passu with the existing ordinary shares of 0.1p each in the capital of the Company ("Ordinary Share").

The Issue Price represents a discount of approximately 3 per cent. to the 30-day volume-weighted average price of an Ordinary Share for the period ended on 26 February 2024, 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 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.

Notice of General Meeting

In order to implement the Placing, the Directors will require further authorities, under sections 551 and 571 (respectively) of the Companies Act, to issue and allot the Placing Shares and to disapply statutory pre-emption rights in respect of such allotments.

Separately to the Placing, the Directors are also proposing additional resolutions which would (subject to certain restrictions) grant the Directors authority to allot further equity securities wholly for cash in the future up to a certain amount, without pre-emption rights applying. The Placing is not conditional upon the passing of these additional resolutions.

A circular including a notice convening a General Meeting of the Company, to be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 18 March 2024, is expected to be sent to shareholders tomorrow, 28 February 2024. At the General Meeting, shareholders will be asked to consider the resolutions referred to above.

Admission to AIM

Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. Subject to the passing of the necessary resolutions to allot and issue the Placing Shares, 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 20 March 2024.

Total voting rights

On Admission, the Company will have 84,237,658 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 84,237,658 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.

For further information please contact:

EnSilica plc Ian Lankshear, Chief Executive Officer www.ensilica.com	Via Vigo Consulting [phone]
Allenby Capital Limited, Nominated Adviser & Broker Jeremy Porter / Vivek Bhardwaj (Corporate Finance) Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)	[phone] [e-mail]
Vigo Consulting (Investor & Financial Public Relations) Jeremy Garcia / Kendall Hill	[phone] [e-mail]

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.

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, 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.

 

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