REG - EnSilica PLC - Result of oversubscribed Placing and Subscription

EnSilicaAnnouncement

Today 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260313:nRSM4898Wa&default-theme=true

RNS Number : 4898W  EnSilica PLC  13 March 2026

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.

 

13 March 2026

 

EnSilica plc

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

 

Result of significantly oversubscribed Placing and Subscription

 

On 12 March 2026, EnSilica plc (AIM: ENSI), a leading fabless,
application-specific chipmaker, 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 approximately £9.7 million at the
Issue Price of 47 pence per share through (i) the Placing of 20,632,297
Placing Shares to new and existing institutional investors and (ii) the
Subscription for 6,000 Subscription Shares.

 

The net proceeds of the Fundraising will enable the Company to accelerate new
products and projects and its growing contract pipeline, as set out in the
Fundraising Announcement.

 

Due to the limited existing share authorities available to issue new Ordinary
Shares, the Placing will be conducted in two tranches, as follows:

 

1.    a placing of 9,660,063 Placing Shares (the "First Tranche Placing
Shares") at the Issue Price, raising approximately £4.54 million, to be
issued pursuant to the Company's existing authorities to issue and allot
equity securities on a non-pre-emptive basis (the "First Tranche Placing").
The First Tranche Placing is conditional upon, inter alia, First Admission
becoming effective on or around 17 March 2026; and

 

2.    a conditional placing of 10,972,234 Placing Shares (the "Second
Tranche Placing Shares") at the Issue Price, raising approximately £5.16
million, to be issued conditional, inter alia, on the passing of the
Resolutions at the General Meeting (the "Second Tranche Placing"). The General
Meeting is expected to take place on 7 April 2026, 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 the BookBuild Platform, and
this is expected to remain open until 4.00 p.m. on 17 March 2026.

 

The Second Tranche Placing, the Subscription and the 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 7 April 2026 and Second Admission becoming effective on or
around 8 April 2026.

 

A Circular, containing details of the Fundraising and the notice of General
Meeting is expected to be despatched to Shareholders on or around 18 March
2026.

 

The Placing is also conditional on the Placing Agreement not being terminated
in accordance with its terms.

 

Director participation

 

Kristoff Rademan, EnSilica's Chief Financial Officer, has conditionally
subscribed for a total of 6,000 new Ordinary Shares at the Issue Price in the
Subscription. On Second Admission and excluding the Retail Offer, Kristoff
Rademan will hold 16,000 Ordinary Shares representing 0.014 per cent. of the
enlarged issued share capital on Second Admission.

 

The FCA notification in respect of this director dealing, 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 First Tranche Placing Shares, the shareholding
of Ian Lankshear, CEO of the Company, will be diluted on First Admission to
approximately 15.10 per cent. (the number of Ordinary Shares he holds will
remain the same at 16,040,358).

 

Admission to AIM

 

Application has been made to the London Stock Exchange plc for the admission
of the First Tranche Placing Shares to trading on AIM and it is expected that
First Admission will occur at 8.00 a.m. on or around 17 March 2026.

 

Application will be made to the London Stock Exchange plc for the admission of
the Second Tranche Placing Shares, the Subscription Shares and the 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 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)).

 

Total voting rights

 

Immediately following First Admission, the Company will have 106,260,699
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 106,260,699 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

 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.

 

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
                                                                   Kristoff Rademan  Chief Financial Officer

 

 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)                                        Price(s)   Volume(s)
                                                                   47p         6,000

 
 d)   Aggregated information:                                      N/A

      -      Aggregated volume

      -      Price
 e)   Date of the transaction                                      13 March 2026
 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)

  Price(s)   Volume(s)
 47p         6,000

 

d)

Aggregated information:

-      Aggregated volume

-      Price

N/A

e)

Date of the transaction

13 March 2026

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 Bookrunners 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 and Panmure Liberum 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,  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, 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 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, 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 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.

 

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.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIAKBBBKBKBKND



            Copyright 2019 Regulatory News Service, all rights reserved