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APPENDIX AND THE INFORMATION IN IT, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN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
+44 (0)20 7390 0233
|
Allenby Capital Limited, Nominated Adviser
& Broker
Jeremy Porter / Vivek Bhardwaj (Corporate
Finance)
Joscelin Pinnington / Tony Quirke (Sales &
Corporate Broking)
|
+44 (0)20 3328 5656
info@allenbycapital.com
|
Vigo Consulting (Investor & Financial
Public Relations)
Jeremy Garcia / Kendall Hill
|
+44 (0)20 7390 0233
ensilica@vigoconsulting.com
|
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.