REG - EnSilica PLC - Retail Offer to raise up to £0.5 million

EnSilicaAnnouncement

09/03/2023 07:15

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RNS Number : 3689S  EnSilica PLC  09 March 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA,
CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. 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 HAS NOT BEEN APPROVED
FOR THE PURPOSES OF SECTION 21 OF HE FINANCIAL SERVICES AND MARKETS ACT 2000
(AS AMENDED) AND 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 BY 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.

 

PRIOR TO PUBLICATION, THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT WAS
DEEMED BY THE GROUP TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF
REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.

 

9 March 2023

 

EnSilica plc

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

 

Retail Offer to raise up to £0.5 million

 

EnSilica (AIM:ENSI), a leading mixed signal chip maker, is pleased to announce
a retail offer to existing shareholders of the Company in the United Kingdom
via the BookBuild platform (the "Retail Offer") of new ordinary shares of 0.1p
each ("Ordinary Shares") in the capital of the Company (the "Retail Offer
Shares") to raise up to £0.5 million (before expenses) at an issue price of
70 pence per new Ordinary Share (the "Issue Price").

 

In addition to the Retail Offer, the Company also announced earlier today that
it has conditionally raised £2.0 million before expenses through a placing
and subscription of 2,857,143 new Ordinary Shares (the "Placing and
Subscription Shares" and together with the Retail Offer Shares, the "Fundraise
Shares") at the Issue Price (the "Placing and Subscription" and together with
the Retail Offer, the "Fundraise").

 

A separate announcement has been made today with details of the Placing and
Subscription and their respective terms and conditions and setting out the
background to the Fundraise and use of proceeds. The net proceeds of the
Retail Offer will be utilised in the same way as the proceeds of the Placing
and Subscription.

 

The Retail Offer is not part of the Placing and Subscription. Completion of
the Placing and Subscription is not conditional on the completion of the
Retail Offer. However, completion of the Retail Offer is conditional upon,
inter alia, (i) completion of the Placing and Subscription in accordance with
their respective terms and (ii) the Placing and Subscription Shares being
admitted to trading on AIM ("Admission"). It is currently anticipated that
Admission will become effective and that dealings in the Placing Shares and
the Subscription Shares will commence on AIM at 8.00 a.m. on or around 14
March 2023.

 

Application will be made to London Stock Exchange plc for the Retail Offer
Shares to be admitted to trading on AIM ("Retail Admission"). It is currently
anticipated that Retail Admission will become effective and that dealings in
the Retail Offer Shares will commence on AIM at 8.00 a.m. on or around 15
March 2023.

 

The Placing Shares, the Subscription Shares and the Retail Offer Shares will
rank pari passu with the existing Ordinary Shares in issue.

 

Expected Timetable in relation to the Retail Offer

 

 Retail Offer opens                                                           10 March 2023, 8:00 AM
 Latest time and date for commitments under the Retail Offer                  13 March 2023, 5:00 PM
 Results of the Retail Offer announced                                        14 March 2023, by 12 noon
 Retail Admission and dealings in Retail Offer Shares issued pursuant to the  15 March 2023, 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 existing retail shareholder base, which has supported
the Company alongside institutional investors since its Ordinary Shares were
admitted to trading on AIM on 24 May 2022. Given the support of its existing
retail shareholders, the Company 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/KNQNKQ/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).

 

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 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 10 March 2023. The Retail Offer is expected to close at 5:00
p.m. on 13 March 2023 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 the subject of this announcement 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, 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 an offer to subscribe for transferable securities, the
terms of which ensure that the Company is exempt from the requirement to issue
a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail
Offer that the aggregate total consideration payable for the Retail Offer
Shares will not exceed £500,000. Accordingly, the exemption from the
requirement to publish a prospectus, set out in section 86(1)(e) of the
Financial Services and Markets Act 2000 (as amended), will apply to the Retail
Offer.

 

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/KNQNKQ/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 £500,000.
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: £0.5 million

               Retail Offer Shares: up to 714,285

               Issue Price: 70 pence

 

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

 

For further information please contact:

 EnSilica plc                                                               Via Vigo Consulting

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

 Matthew Wethey, Chief Financial Officer

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

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

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

 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 / Kate Kilgallen

 

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.

 

Further information on the Company can be found on its website at:
www.ensilica.com (http://www.ensilica.com)

 

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 has been prepared by and is the sole
responsibility of the Company.

 

The Retail Offer is only open to Eligible Shareholders 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 or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). 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. 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.

 

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.

 

Allenby Capital Limited ("Allenby Capital"), which 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 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 and currency 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 and Allenby Capital 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 or any of its
directors, employees or other 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, its group or associated companies, or its or their
business, 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 and its directors, employees and other 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.
However, nothing shall limit the liability of Allenby Capital or any other
person for their own fraud.

 

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 (upon Retail
Admission) the AIM market operated by the London Stock Exchange.

 

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 "UK Target Market Assessment").

 

Notwithstanding the UK 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 UK Target Market Assessment
is without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Retail Offer.

 

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 UK Target Market Assessment and the EU Target
Market Assessment do 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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