REG - EnSilica PLC - WRAP Retail Offer for up to £0.3 million

EnSilicaAnnouncement

24/05/2024 07:15

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RNS Number : 7527P  EnSilica PLC  24 May 2024

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 WRAP 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.

 

24 May 2024

 

EnSilica plc

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

 

WRAP Retail Offer for up to £0.3 million

 

EnSilica (AIM: ENSI), a leading chip maker of mixed signal ASICs (Application
Specific Integrated Circuits), is pleased to announce a retail offer via the
Winterflood Retail Access Platform ("WRAP") to raise up to £0.3 million (the
"WRAP Retail Offer") through the issue of new ordinary shares of 0.1 pence
each in the capital of the Company ("Ordinary Shares"). Under the WRAP Retail
Offer up to 666,666 new Ordinary Shares (the "WRAP Retail Offer Shares") will
be made available at an issue price of 45 pence per new Ordinary Share to
existing shareholders of the Company in the UK.

 

In addition to the WRAP Retail Offer and as announced earlier today, the
Company has conditionally raised gross proceeds of £4.9 million through a
placing and subscription of new Ordinary Shares (respectively, the "Placing
Shares" and the "Subscription Shares", and together with the WRAP Retail Offer
Shares, the "New Ordinary Shares") at the Issue Price (respectively, the
"Placing" and the "Subscription", and together with the WRAP Retail Offer, the
"Fundraise").

 

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

 

The issue of the WRAP Retail Offer Shares is conditional upon, inter alia, the
passing of the necessary resolutions to enable the WRAP Retail Offer Shares to
be allotted and issued on a non-pre-emptive basis, to be put to shareholders
of EnSilica at a 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 17 June 2024. Conditional upon the passing of those resolutions,
admission of the WRAP Retail Offer Shares ("Second Admission") is expected to
occur at 8.00 a.m. on or around 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).

 

Completion of the WRAP 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 WRAP
Retail Offer.

 

WRAP 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 WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom, being existing shareholders of EnSilica,
following release of this announcement and through certain financial
intermediaries.

 

Existing shareholders of EnSilica in the United Kingdom can contact their
broker or wealth manager to participate in the WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 4.00pm on 29 May 2024. Eligible
shareholders of EnSilica should note that financial intermediaries may have
earlier closing times. The Placing and Subscription closed on 23 May 2024.
Existing retail investors are not entitled to participate in the Placing or
the Subscription.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of
existing retail shareholders of EnSilica, should contact wrap@winterflood.com.

 

To be eligible to participate in the WRAP Retail Offer, applicants must be a
customer of a participating intermediary and, as at the date hereof or will
be, prior to placing an order for WRAP Retail Offer Shares, shareholders in
the Company which may include individuals aged 18 years or over, companies and
other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations.

 

There is a minimum subscription of £100 per investor under the WRAP Retail
Offer. The terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant commission or fee
charges.

 

The Company reserves the right to scale back any order under the WRAP Retail
Offer at its discretion. The Company reserves the right to reject any
application for subscription under the WRAP Retail Offer without giving any
reason for such rejection.

 

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

 

The New Ordinary 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.

 

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail
Offer Shares available for subscription at the Placing Price does not exceed
£300,000.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in section 86(1)(e) of FSMA. As
such, there is no need for publication of a prospectus pursuant to the
Prospectus Regulation Rules of the Financial Conduct Authority, or for
approval of the same by the Financial Conduct Authority. The WRAP Retail Offer
is not being made into any jurisdiction other than the United Kingdom.

 

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 WRAP 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 AIM Rules for Companies,
the Financial Conduct Authority's Disclosure Guidance and Transparency Rules,
the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it
forms part of United Kingdom law by virtue of the European Union (Withdrawal)
Act 2018 (as amended).

 

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 WRAP 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 WRAP Retail Offer Shares if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

Unless otherwise defined, definitions contained in this announcement have the
same meaning as set out in the announcement made by the Company on 23 May 2024
regarding the proposed equity fundraising.

 

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.

 

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.

 

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, New Zealand, 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 WRAP 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 WRAP Retail Offer Shares is being made in the United States.
The WRAP 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 WRAP 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.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London
EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") 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 WRAP 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 WRAP Retail Offer,
Second 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 and Winterflood 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 Winterflood 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. Winterflood 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 WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP 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 WRAP 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, Joint Broker
and 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 WRAP 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 plc and are not owed to the Company
or to any Director or to any other person.

 

Singer Capital Markets Securities Limited ("Singer Capital markets"), 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. 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, the
WRAP Retail Offer 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.

 

 

 

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