REG - EnSilica PLC - Result of Placing and Subscription

EnSilicaAnnouncement

24/05/2024 07:00

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RNS Number : 7525P  EnSilica PLC  24 May 2024

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:

 

 Director/PDMR     Position                 New Ordinary Shares being subscribed for  Total Ordinary Shares held on First Admission  Percentage of   enlarged share capital on First Admission
 Mark Hodgkins     Executive Chairman       10,000                                    550,902                                        0.59%

 Kristoff Rademan  Chief Financial Officer  10,000                                    10,000                                         0.01%
 David Tilston     Non-Executive Director   10,000                                    69,000                                         0.07%

 Janet Collyer     Non-Executive Director   11,111                                    41,111                                         0.04%

 Noel Hurley       Non-Executive Director   8,000                                     28,000                                         0.03%

 

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:

 

 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 & Joint Broker           +44 (0)20 3328 5656

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

 Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)

 Singer Capital Markets, Joint Broker

 Rick Thompson / Asha Chotai                                         +44 (0)20 7496 3000

 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 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.

 

 1     Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name

Name              Position
                                                                      Mark Hodgkins     Executive Chairman
                                                                      Kristoff Rademan  Chief Financial Officer
                                                                      David Tilston     Non-Executive Director
                                                                      Janet Collyer     Non-Executive Director
                                                                      Noel Hurley       Non-Executive Director

 

 2     Reason for the notification
 a)    Position/status                                                See above

 b)    Initial notification /Amendment                                Initial notification
 3     Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                           EnSilica Plc
 b)    LEI                                                            213800R6VXRU7MJTAF04
 4     Details of the transaction(s): section to be repeated for (i) each type of

     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the financial instrument, type of instrument    Ordinary shares of 0.1p each in EnSilica plc

       Identification code

                                                                      Identification code (ISIN) for EnSilica plc ordinary shares: GB00BN7F1618
 b)    Nature of the transaction                                      Purchase of ordinary shares
 c)    Price(s) and volume(s)                                         Name               Price(s)   Volume(s)
                                                                      Mark Hodgkins     45p         10,000
                                                                      Kristoff Rademan  45p         10,000
                                                                      David Tilston     45p         10,000
                                                                      Janet Collyer     45p         11,111
                                                                      Noel Hurley       45p         8,000

 
 d)    Aggregated information:                                        N/A

       -      Aggregated volume

       -      Price
 e)    Date of the transaction                                        23 May 2024
 f)    Place of the transaction                                       London Stock Exchange, XLON

 

 

2

Reason for the notification

a)

Position/status

See above

 

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

EnSilica Plc

b)

LEI

213800R6VXRU7MJTAF04

4

 

Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted

a)

 

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 0.1p each in EnSilica plc

 

Identification code (ISIN) for EnSilica plc ordinary shares: GB00BN7F1618

b)

Nature of the transaction

Purchase of ordinary shares

c)

Price(s) and volume(s)

 Name               Price(s)   Volume(s)
 Mark Hodgkins     45p         10,000
 Kristoff Rademan  45p         10,000
 David Tilston     45p         10,000
 Janet Collyer     45p         11,111
 Noel Hurley       45p         8,000

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

23 May 2024

f)

Place of the transaction

London Stock Exchange, XLON

 

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.

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