REG - EnSilica PLC - Retail Offer to raise up to £0.3 million

EnSilicaAnnouncement

13/03/2026 07:02

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RNS Number : 4900W  EnSilica PLC  13 March 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

 

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS
RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO,
AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING
WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF
ENSILICA PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN
ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY,
AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY
SECURITIES OF ENSILICA PLC.

 

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"). 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.

 

13 March 2026

 

EnSilica plc

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

 

Retail Offer to raise up to £0.3 million

 

EnSilica plc (AIM: ENSI), a leading fabless, application-specific chipmaker,
announces a retail offer via the BookBuild Platform to raise up to £0.3
million (the "Retail Offer") through the issue of new ordinary shares of 0.1
pence each in the capital of the Company ("Ordinary Shares").

 

Under the Retail Offer up to 638,297 new Ordinary Shares (the "Retail Offer
Shares") will be made available at an issue price of 47 pence per new Ordinary
Share (the "Issue Price") to existing shareholders of the Company in the
United Kingdom through financial intermediaries registered with Bookbuild.

 

In addition to the Retail Offer and as announced earlier today, the Company
has conditionally raised gross proceeds of approximately £9.7 million through
a placing and subscription of new Ordinary Shares (respectively, the "Placing
Shares" and the "Subscription Shares", and together with the Retail Offer
Shares, the "New Ordinary Shares") at the Issue Price (respectively, the
"Placing" and the "Subscription", and together with the Retail Offer, the
"Fundraise"). The first tranche of the Placing of approximately £4.54 million
is expected to complete on or around 17 March 2026, and the second tranche of
approximately £5.16 million is expected to complete on or around 8 April 2026
subject to the General Meeting, as detailed below.

 

Net proceeds from the Retail Offer will be used for the same purposes as funds
raised from the Placing and Subscription as set out in the announcement of 12
March 2026.

 

For the avoidance of doubt, the Retail Offer is not part of the Placing or the
Subscription.

 

The issue of the Retail Offer Shares is conditional upon, inter alia, the
passing of the Resolutions to be proposed at the General Meeting, which is
expected to be held at the offices of Fieldfisher LLP at Riverbank House, 2
Swan Lane, London, EC4R 3TT at 10.00 a.m. on 7 April 2026. Conditional upon
the passing of the Resolutions, admission of the Retail Offer Shares to be
issued pursuant to the Retail Offer being admitted to trading on the AIM
market operated by the London Stock Exchange ("Retail Admission") is expected
to occur at 8.00 a.m. on or around 8 April 2026 (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 22 April 2026)).

 

Completion of the Retail Offer is conditional, inter alia, upon the completion
of the Placing and the Subscription. However, completion of the Placing and
the Subscription is not conditional on the completion of the Retail Offer.

 

Expected Timetable in relation to the Retail Offer

 

 Retail Offer opens                                                                          13 March 2026, 7:05 AM
 Latest time and date for commitments under the Retail Offer                  17 March 2026, 4:00 PM
 Results of the Retail Offer announced                                        18 March 2026, by 12 noon
 Retail Admission and dealings in Retail Offer Shares issued pursuant to the  8 April 2026, 8:00 AM
 Retail Offer commence

 

Any changes to the expected timetable set out above will be notified by the
Company through a Regulatory Information Service. References to times are to
London times unless otherwise stated.

 

Dealing Codes

 

 Ticker                           ENSI
 ISIN for the Ordinary Shares              GB00BN7F1618
 SEDOL for the Ordinary Shares           BN7F161

 

Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders in the United Kingdom
the opportunity to participate in the Retail Offer.

 

The Company is therefore making the Retail Offer available in the United
Kingdom only through the financial intermediaries which will be listed,
subject to certain access restrictions, on the following website:
https://www.bookbuild.live/deals/DQMP8Q/authorised-intermediaries
(https://www.bookbuild.live/deals/DQMP8Q/authorised-intermediaries) .

 

Allenby Capital Limited ("Allenby Capital") will be acting as coordinator in
relation to the Retail Offer (the "Retail Offer Coordinator").

 

Existing retail shareholders can contact their broker or wealth manager to
participate in the Retail Offer. In order to participate in the Retail Offer,
each intermediary must be on-boarded onto the BookBuild Platform and agree to
the final terms and the retail offer terms and conditions, which regulate,
inter alia, the conduct of the Retail Offer on market standard terms and
provide for the payment of commission to any intermediary that elects to
receive a commission and/or fee (to the extent permitted by the FCA Handbook
Rules) from the Retail Offer Coordinator (on behalf of the Company).

 

The Placing and Subscription closed on 12 March 2026. Existing retail
investors are not entitled to participate in the Placing or the Subscription.

 

Participation of any intermediary is in the Retail Offer is at the absolute
discretion of the Retail Offer Coordinator.

 

Any expenses incurred by any intermediary are for its own account. Eligible
Shareholders (as defined below) should confirm separately with any
intermediary whether there are any commissions, fees or expenses that will be
applied by such intermediary in connection with any application made through
that intermediary pursuant to the Retail Offer.

 

The Retail Offer will be open to Eligible Shareholders in the United Kingdom
at 8.00 a.m. on 13 March 2026. The Retail Offer is expected to close at 4:00
p.m. on 17 March 2026 but may, at the absolute discretion of the Retail Offer
Coordinator, be closed early or cancelled. Eligible Shareholders should note
that financial intermediaries may have earlier closing times. The Retail Offer
may close early if it is oversubscribed or otherwise at the absolute
discretion of the Retail Offer Coordinator or BookBuild.

 

If any intermediary has any questions about how to participate in the Retail
Offer on behalf of Eligible Shareholders, please contact BookBuild at
support@bookbuild.live.

 

The Retail Offer is and will, at all times, only be made to, directed at and
may only be acted upon by those persons who are, shareholders in the
Company.  To be eligible to participate in the Retail Offer (an "Eligible
Shareholder"), applicants must meet the following criteria before they can
submit an order for Retail Offer Shares: (i) be a customer of one of the
participating intermediaries listed on the above website; (ii) be resident in
the United Kingdom; and (iii) be a shareholder in the Company (which may
include individuals aged 18 years or over, companies and other bodies
corporate, partnerships, trusts, associations and other unincorporated
organisations and includes persons who hold their shares in the Company
directly or indirectly through a participating intermediary). For the
avoidance of doubt, persons who only hold CFDs, spreadbets and/or similar
derivative instruments in relation to shares in the Company are not eligible
to participate in the Retail Offer.

 

The Company and the Retail Offer Coordinator reserve the right to scale back
any order at their absolute discretion. The Company and the Retail Offer
Coordinator reserve the right at their absolute discretion to reject any
application for subscription under the Retail Offer without giving any reason
for such rejection.

 

It is vital to note that once an application for Retail Offer Shares has been
made and accepted via an intermediary, it cannot be withdrawn.

 

The Retail Offer Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with existing Ordinary Shares including the
right to receive all dividends and other distributions declared, made or paid
after their date of issue.

 

The Retail Offer is offered in the United Kingdom under an exemption from the
prohibition of public offers specified in Part 1 of Schedule 1 of the Public
Offers and Admissions to Trading Regulations 2024.

 

The Retail Offer is not being made into any jurisdiction other than the United
Kingdom and is not being made to US Persons (as defined in Regulation S of the
US Securities Act 1933, as amended).

 

No offering document, prospectus or admission document has been or will be
prepared or submitted to be approved by the Financial Conduct Authority, (or
any other authority) in relation to the Retail Offer, and investors'
commitments will be made solely on the basis of the information contained in
this announcement and information that has been published by or on behalf of
the Company prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules and the Market Abuse
Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of United
Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).

 

There is a minimum subscription of £100 per investor under the terms of the
Retail Offer which is open to Eligible Shareholders in the United Kingdom
subscribing via the intermediaries which will be listed, subject to certain
access restrictions, on the following website:
https://www.bookbuild.live/deals/DQMP8Q/authorised-intermediaries
(https://www.bookbuild.live/deals/DQMP8Q/authorised-intermediaries) .

 

There is no maximum application amount to apply in the Retail Offer except
that the aggregate total consideration for the Retail Offer shall not exceed
£300,000.00. The terms and conditions on which investors subscribe will be
provided by the relevant financial intermediaries including relevant
commission or fee charges.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Retail Offer Shares and investment
in the Company carries a number of risks. Investors should take independent
advice from a person experienced in advising on investment in securities such
as the Retail Offer Shares if they are in any doubt.

 

 Situation:    Retail Offer
 Issuer Name:  EnSilica plc
 Security:     ORD 0.1P
 Terms:        Retail Offer Raise Target: £0.3 million

               Retail Offer Shares: up to 638,297

               Issue Price: 47 pence

 

 ISIN          SEDOL    TITLE                  SETTLEMENT TYPE
 GB00BN7F1618  BN7F161  ENSILICA PLC ORD 0.1P  CREST

 

Unless otherwise defined, definitions contained in this Announcement have the
same meaning as set out in the announcement made by the Company on 12 March
2026.

 

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

 Kristoff Rademan, Chief Financial Officer

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

 Allenby Capital Limited - Nominated Adviser, Joint Broker & Lead       +44 (0)20 3002 2073
 Bookrunner

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

 Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)

 Panmure Liberum Limited - Joint Broker and Bookrunner

 Edward Mansfield / Will King / Phoebe Bunce (Corporate Finance)        +44 (0)20 3100 2000

 Rupert Dearden / Rauf Munir (Corporate Broking)

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

                                                                      (mailto:visum@vigoconsulting.com)
 Jeremy Garcia / Safia Colebrook

 

About EnSilica plc

 

EnSilica is a fabless, application-specific chipmaker, combining deep domain
and system-level expertise with world-class capability in RF, mmWave,
mixed-signal and complex digital IC design. The Company serves customers
across the space and  communications, industrial, automotive and healthcare
markets, where safety and security and reliability are critical.

 

A growing portfolio of reusable IP and silicon platforms underpins a
repeatable, scalable delivery model, reducing development risk, cost and time
to market while supporting long-term supply revenues. EnSilica has a strong
track record of delivering production-proven silicon to demanding industry
standards. Headquartered near Oxford, UK, the Company operates design centres
across the UK, India, Brazil and Hungary.

 

The Company's LEI is 213800R6VXRU7MJTAF04.

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

IMPORTANT NOTICES

 

The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.

 

The Retail Offer is only open to investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company).

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Retail Offer Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States. No public
offering of the Retail Offer Shares is being made in the United States. The
Retail Offer Shares are being offered and sold outside the United States in
"offshore transactions", as defined in, and in compliance with, Regulation S
under the US Securities Act ("Regulation S") to non-US persons (within the
meaning of Regulation S). In addition, the Company has not been, and will not
be, registered under the US Investment Company Act of 1940, as amended.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Retail Offer Shares in the
United States, Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction in which such
offer or solicitation is or may be unlawful. No public offer of the securities
referred to herein is being made in any such jurisdiction.

 

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 US
Securities Act 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.

 

The distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

Each of Allenby Capital Limited ("Corporate Finance Bank"), and Panmure
Liberum Limited (together with the Corporate Finance Bank, the "Banks") is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company and for no-one else and will
not regard any other person (whether or not a recipient of this announcement)
as its client in relation to the Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the Retail Offer,
Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company, Allenby Capital Limited or Panmure Liberum Limited expressly disclaim
any obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such statements are
based unless required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. None of Allenby Capital Limited or Panmure
Liberum Limited or any of its affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Allenby Capital Limited, Panmure
Liberum Limited, BookBuild and its affiliates, accordingly, disclaim all and
any liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Ordinary Share
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this announcement is intended to be a
profit forecast and no statement in this announcement should be interpreted to
mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical
published earnings or dividends per share of the Company.

 

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) is incorporated into or forms part of this announcement.
The Retail Offer Shares to be issued or sold pursuant to the Retail Offer will
not be admitted to trading on any stock exchange other than the London Stock
Exchange plc.

 

It is further noted that the Retail Offer is only open to, and this
announcement is directed solely at, investors in the United Kingdom who fall
within Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (which includes an existing member of the
Company). Accordingly, this announcement does not require the approval of the
relevant communication by an authorised person.

 

Allenby Capital Limited ("Allenby Capital"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as Nominated Adviser, lead Broker
and lead 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, the
Retail Offer 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 and are not owed to the Company or to any Director or to any other
person.

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the FCA in the United Kingdom, is acting as Joint Broker and Bookrunner to
the Company in connection with the Placing. Panmure Liberum will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Panmure Liberum or for providing advice to any other
person in connection with the Placing, the Retail Offer or any acquisition of
shares in the Company. Panmure Liberum is not making any representation or
warranty, express or implied, as to the contents of this Announcement. Panmure
Liberum has not authorised the contents of, or any part of, this Announcement,
and no liability whatsoever is accepted by Panmure Liberum 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 Panmure Liberum for its own fraud.

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 Target Market Assessment is without prejudice to any contractual, legal or
regulatory selling restrictions in relation to the Retail Offer.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of 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 the Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Retail Offer 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 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; 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 Retail Offer Shares
have been subject to a product approval process, which has determined that the
Retail Offer 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Retail Offer
Shares may decline and investors could lose all or part of their investment;
the Retail Offer Shares offer no guaranteed income and no capital protection;
and an investment in the Retail Offer 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 EU Target Market Assessment is without prejudice to the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Retail Offer.

 

For the avoidance of doubt, the EU 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 Retail Offer Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Retail Offer
Shares and determining appropriate distribution channels.

 

 

 

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