REG - EnSilica PLC - Result of WRAP Retail Offer & Notice of GM

EnSilicaAnnouncement

30/05/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240530:nRSd3624Qa&default-theme=true

RNS Number : 3624Q  EnSilica PLC  30 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.

 

30 May 2024

 

EnSilica plc

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

 

Result of WRAP Retail Offer

Posting of notice of General Meeting

 

On 24 May 2024 EnSilica (AIM: ENSI), a leading chip maker of mixed signal
ASICs (Application Specific Integrated Circuits), announced that it has
conditionally raised approximately £4.9 million pursuant to a Placing and
Subscription and separately launched the WRAP Retail Offer to existing
shareholders of the Company.

 

The WRAP Retail Offer closed at 4.00 p.m. yesterday, 29 May 2024, and the
Directors are pleased to announce that it was oversubscribed and demand has
therefore been scaled back to within the previously set maximum of £0.3
million. Therefore, after pro rata scaleback to all applications and
roundings, and subject to the passing of certain Resolutions at the
forthcoming General Meeting (as detailed below), the WRAP Retail Offer will
result in the issue of a total of 666,589 WRAP Retail Offer Shares at the
Issue Price, conditionally raising gross proceeds of approximately £0.3
million. As a result, the Company has conditionally raised a total of
approximately £5.2 million pursuant to the Placing, Subscription and the WRAP
Retail Offer (together, the "Fundraise").

 

Notice of General Meeting and posting of Circular

 

The first tranche of the Fundraise, with gross proceeds of approximately £3.8
million, completed on 28 May 2024. Completion of the WRAP Retail Offer and the
Second Placing are subject to, inter alia, the passing of certain
Resolutions at a General Meeting of the Company on 17 June 2024 to enable the
allotment of new Ordinary Shares pursuant to the Second Placing and the WRAP
Retail Offer.

 

The Company will today post a Circular to Shareholders containing details of
the Fundraise and the notice of General Meeting to be held on 17 June 2024. A
copy of the Circular will be available on the Company's website later today at
www.ensilica.com.

 

Admission to AIM

 

Application has been made to the London Stock Exchange plc for the 3,131,708
new Ordinary Shares to be issued pursuant to the Second Placing and the WRAP
Retail Offer to be admitted to trading on AIM and, subject to the passing of
the Resolutions, it is expected that such Admission will become effective and
dealings in such new Ordinary Shares will commence on AIM at 8.00 a.m. on 19
June 2024.

 

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.

 

Terms used but not defined in this announcement have the same meaning as set
out in the Company's announcement released at 4.47pm on 23 May 2024.

 

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.

 

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,
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 Shares
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 was 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
existing members of the Company).

 

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.

 

 

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  UPDFFFVLEEIAFIS