Vela Technologies Plc investee co. #ENSI EnSilica Plc – Retail Offer to raise up to £0.5 million and Placing & Subscription Raises £2m & Retail Offer March 9, 2023 – Posted in: Vela Technologies Plc (VELA) – Tags: automative, broadband, chip, connection, enslica, financial, fundraise, growth, satellite, shareholders, signal
EnSilica (AIM:ENSI), a leading mixed signal chip maker, is pleased to announce that it has conditionally raised £2.0 million (before expenses) by way of a placing and subscription (the “Placing“ and the “Subscription” respectively) of a total of 2,857,143 new ordinary shares of 0.1p each in the Company (“Ordinary Shares”) at a price of 70 pence per new Ordinary Share (the “Issue Price”).
Retail Offer
In addition to the Placing and the Subscription, the Company announces that it will today be launching a separate conditional retail offer via the BookBuild Platform to raise up to £0.5 million (before expenses) at the Issue Price (the “Retail Offer”, and together with the Placing and the Subscription, the “Fundraise”). This is to provide existing UK retail shareholders in the Company an opportunity to participate in the Fundraise. A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms. Those investors who subscribe for new Ordinary Shares pursuant to the Retail Offer (the “Retail Offer Shares”) will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Retail Offer is not subject to any minimum fundraising and will be open only to existing shareholders of the Company within the United Kingdom. The Retail Offer will be conditional on completion of the Placing and Subscription.
Allenby Capital Limited (“Allenby Capital“) is acting as sole broker in connection with the Placing and will act as the retail offer coordinator in connection with the Retail Offer.
Key Highlights and Rationale
· The net proceeds of the Fundraise will be used to support the Company in responding to additional sector and contract momentum, which has exceeded original estimates and includes:
o a €5 million contract to develop a novel chip to address the next generation of mass market satellite broadband user terminals;
o a significant supply contract with a leading European industrial OEM worth in excess of US$30 million; and
o a US$3.6 million contract with a major automotive Tier 1 company.
· The Company will seek to capitalise on the strong market fundamentals by leveraging equity capital to execute on its sizable business pipeline, strengthen its balance sheet and build on the significant growth momentum experienced since its successful IPO on AIM in May 2022.
· Management is currently pursuing an estimated pipeline of c.£250 million of additional sales opportunities and potential new contracts and which represent a further testament to the quality of EnSilica’s business output and its growing reputation in the international chip sector.
Ian Lankshear, Chief Executive Officer of EnSilica plc, commented:
“We are delighted to have received support for our fundraise from both new and existing shareholders, which further endorses the quality of our core business and growth strategy. This injection of fresh capital will not only support the delivery of our current pipeline but reinforces our financial growth platform in anticipation of our exciting journey ahead.
We continue to trade in line with market expectations and I look forward to updating shareholders on our progress over the course of the year, as we continue to deliver high-quality solutions for our broad customer base and expand our global market reach.“
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.
Background to the Fundraise and use of proceeds
As part of EnSilica’s admission to trading on AIM on 24 May 2022 (“IPO”), EnSilica raised £6 million through a placing and subscription of 12,000,000 Ordinary Shares at a price of 50p per share, the net proceeds of which enabled EnSilica to support its immediate growth requirements. Since then, EnSilica has announced a significant supply contract with a leading European industrial OEM worth in excess of US$30 million and, more recently, has announced two new contracts with existing European customers: i) a contract with a major automotive Tier 1 company, for a combined total of US$3.6 million; and ii) on 17 February 2023, a €5 million contract 75% funded by the European Space Agency for the development of a chip for satellite broadband user terminals.
Notwithstanding EnSilica remaining sufficiently funded, including being able to service its existing near-term order book, the directors of EnSilica (the “Directors” or the “Board”) continue to see increasing new business opportunities and continued growth in the semiconductor sector. The current sales pipeline of opportunities and potential contracts stands at an estimated c.£250 million, following a review by EnSilica’s management to focus on projects which meet the Company’s criteria, and the Directors believe this pipeline remains a strong endorsement of the quality of EnSilica’s business output and its growing reputation in the chip sector. This pipeline consists of several opportunities at different stages of tender, evaluation and pre-contract discussion.
As a result of all this, it has become apparent to the Board that the anticipated timeline of potential new contracts has accelerated ahead of that envisaged at the time of the IPO, as well as there being an increased amount of new business opportunities to pursue. Therefore, the new business momentum has accelerated EnSilica’s short to medium-term capital requirements. The Board considers it to be in the Company’s shareholders’ best interests to exploit the strong market fundamentals by accessing equity capital through the Fundraise, to provide additional working capital to capitalise on the significant growth momentum being experienced by the Company.
The Fundraise will also strengthen the Company’s balance sheet and help provide some resilience against potential supply constraints. Although chip supply chain shortages have eased over the last six months, the Board believes that the security of semiconductor supply remains a primary concern for major OEMs and governments. The Board remains acutely mindful of the ongoing challenges associated with managing global supply chains, and the potential impact of current geopolitical instability on the wider silicon manufacturing industry. As such, the Company is positioning itself as a key partner in fledgling European semiconductor alliances and supply chain initiatives.
The net proceeds of the Retail Offer, which is for up to an additional £0.5 million before expenses, will be deployed for the same purposes as outlined above.
Details of the Placing and the Subscription
The Placing of 2,785,714 new Ordinary Shares (the “Placing Shares”) and the Subscription of 71,429 new Ordinary Shares (the “Subscription Shares”) at the Issue Price has conditionally raised £2.0 million before expenses for the Company.
The Placing Shares and the Subscription Shares (as well as the Retail Offer Shares) will be issued on a non-pre-emptive basis pursuant to the authorities granted to the Board at the Company’s annual general meeting held on 24 November 2022.
When issued, the Placing Shares and the Subscription Shares will represent 3.66 per cent of the enlarged share capital of the Company (excluding any Retail Offer Shares issued on Retail Admission (as defined below)) and will rank pari passu with the existing Ordinary Shares in the Company.
The Company and Allenby Capital have entered into a placing agreement pursuant to which Allenby Capital has, subject to certain conditions, procured subscribers for the Placing Shares at the Issue Price (the “Placing Agreement”). The Placing Agreement contains provisions entitling Allenby Capital to terminate the Placing (and the arrangements associated with it), at any time prior to Admission (as defined below) in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, the occurrence of a force majeureevent or a material adverse change affecting the financial position or business or prospects of the Company. If this right is exercised, the Placing, the Subscription and the Retail Offer will not proceed and any monies that have been received in respect of the Placing will be returned to the applicants without interest and Admission will not occur. The Company has agreed to pay Allenby Capital a placing commission and all other costs and expenses of, or in connection with, the Placing and the Retail Offer. The Subscription is subject to terms and conditions agreed between the Company and each of the subscribers for the Subscription Shares and is conditional, inter alia, on Admission. Neither the Placing, the Subscription nor the Retail Offer are being underwritten by Allenby Capital or any other person.
Completion of the Retail Offer is conditional upon, inter alia, completion of the Placing and the Subscription. However, completion of the Placing and the Subscription is not conditional on the completion of the Retail Offer and there is no minimum fundraising for the Retail Offer. The Retail Offer is available only to existing shareholders of the Company within the United Kingdom.
Admission to AIM
Application has been made to London Stock Exchange plc for the Placing Shares and the Subscription Shares to be 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 the Retail Offer will be closed at 17:00 on 13 March 2023 and 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.
Change to significant holding in the Company
As a result of the issue of the Placing Shares and the Subscription Shares, the shareholding of Ian Lankshear, CEO of the Company, will be diluted on Admission to approximately 20.54 per cent. (the number of Ordinary Shares he holds will remain the same at 16,040,358).
Total voting rights
On Admission, the Company will have 78,088,952 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 78,088,952 and this figure may be used by shareholders from 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.
A further announcement will be made in relation to the total voting rights in the Company’s share capital following Retail Admission.
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 Retail Offer commence |
15 March 2023, 8:00 AM |
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 Ian Lankshear, Chief Executive Officer Matthew Wethey, Chief Financial Officer |
Via Vigo Consulting +44 (0)20 7390 0233 |
|
Allenby Capital Limited, Nominated Adviser & Broker Jeremy Porter / Vivek Bhardwaj (Corporate Finance) Joscelin Pinnington / Tony Quirke (Sales & Corporate Broking)
|
+44 (0)20 3328 5656 |
|
Vigo Consulting (Investor & Financial Public Relations) Jeremy Garcia / Kate Kilgallen |
+44 (0)20 7390 0233 ensilica@vigoconsulting.com |