REG - EnSilica PLC - Placing to raise £1.1 million and notice of GM

EnSilicaAnnouncement

27/02/2024 14:30

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RNS Number : 6616E  EnSilica PLC  27 February 2024

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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                                                        Via Vigo Consulting

 Ian Lankshear, Chief Executive Officer                              +44 (0)20 7390 0233

 www.ensilica.com (http://www.ensilica.com/)

 Allenby Capital Limited, Nominated Adviser & Broker                  +44 (0)20 3328 5656

 Jeremy Porter / Vivek Bhardwaj (Corporate Finance)                  info@allenbycapital.com

 Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)

 Vigo Consulting (Investor & Financial Public Relations)             +44 (0)20 7390 0233 ensilica@vigoconsulting.com

                                                                   (mailto:visum@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.

 

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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