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Result of Retail Offer & Notice of GM

18th Mar 2026 07:00

RNS Number : 0396X
EnSilica PLC
18 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.

 

18 March 2026

 

EnSilica plc

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

 

Result of significantly oversubscribed Retail Offer

and

Posting of notice of General Meeting

 

£10 million conditionally raised pursuant to the Placing, Subscription and the Retail Offer

 

On 13 March 2026 EnSilica plc (AIM: ENSI), a leading fabless, application-specific chipmaker, announced that it had 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. Shortly thereafter EnSilica also announced the launch of the Retail Offer to existing shareholders of the Company.

 

The Retail Offer closed at 4.00 p.m. yesterday, 17 March 2026, and the Directors are pleased to announce that it was significantly oversubscribed with total demand received over £0.9 million. Consequently, demand has been scaled back to within the previously set maximum of £0.3 million.

 

Allocations were made to existing Shareholders, applying the principles of soft pre-emption1. Given the significant demand, existing Shareholders received 100 per cent. of their soft pre-emptive allowance, when their order matched or exceeded their soft pre-emptive allowance. Where the order was greater than the soft pre-emptive allowance shareholders received c. 1.24% of their additional demand1.

 

Accordingly, subject to the passing of certain Resolutions at the forthcoming General Meeting (as detailed below), the Retail Offer will result in the issue of a total of 638,297 Retail Offer Shares at the Issue Price, to raise gross proceeds of approximately £0.3 million. As a result, the Company has conditionally raised a total of approximately £10 million pursuant to the Placing, Subscription and the Retail Offer (together, the "Fundraising").

 

Notice of General Meeting and posting of Circular

 

The first tranche of the Fundraising, with gross proceeds of approximately £4.54 million, completed on 17 March 2026. Completion of the Retail Offer, the Subscription and the Second Tranche Placing are subject to, inter alia, the passing of certain Resolutions at a General Meeting of the Company on 7 April 2026 to enable the allotment of new Ordinary Shares pursuant to the Second Tranche Placing, the Subscription and the Retail Offer.

 

The Company will today post a Circular to Shareholders containing details of the Fundraising and the notice of General Meeting to be held on 7 April 2026. 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 11,616,531 new Ordinary Shares to be issued pursuant to the Second Tranche Placing, the Subscription and the 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 8 April 2026

 

1Soft pre-emptive allowance calculation: Existing shares X 22.025% (Dilution from total new shares being issued) = Soft pre-emptive allowance allocation shares.

Additional Demand: (Total Order shares - Soft Pre-emptive allowance allocation shares) x c.1.24% = Additional demand allocation shares.

 

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

Ian Lankshear, Chief Executive Officer

Kristoff Rademan, Chief Financial Officer

www.ensilica.com

Via Vigo Consulting

+44 (0)20 7390 0233

 

Allenby Capital Limited - Nominated Adviser, Lead Broker & Lead Bookrunner

Jeremy Porter / Vivek Bhardwaj (Corporate Finance)

Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)

 

 

 

+44 (0)20 3002 2073

[email protected]

Panmure Liberum Limited - Joint Broker and Bookrunner

Edward Mansfield / Will King / Phoebe Bunce (Corporate Finance)

Rupert Dearden / Rauf Munir (Corporate Broking)

 

 

+44 (0)20 3100 2000

Vigo Consulting (Investor & Financial Public Relations)

Jeremy Garcia / Safia Colebrook

+44 (0)20 7390 0233 ensilica@vigoconsulting.com

 

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 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 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 and 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 was 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.

 

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 [email protected] or visit 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.
 
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