Placing to raise £1.1 million and notice of GM

EnSilica, a leading chip maker of mixed signal ASICs (Application Specific Integrated Circuits), announces that it has conditionally raised approximately £1.1 million (before expenses) by way of a placing (the "Placing") of a total of 2,230,000 new ordinary shares of 0.1p each in the Company ("Placing Shares") at a price of 50 pence per new Ordinary Share (the "Issue Price").

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in connection with the Placing.

Highlights

• Placing to conditionally raise approximately £1.1 million through the issue of 2,230,000 Placing Shares at 50p per Placing Share.
• Net proceeds of the Placing will provide additional working capital for the Company, alongside expected receipt of customer payments and R&D tax credits.
• The issue and allotment of the Placing Shares is conditional, inter alia, upon the passing of resolutions to authorise such issues and allotments and disapply pre-emption rights (the "Resolutions") to be put to shareholders at a general meeting of the Company on 18 March 2024 (the "General Meeting").

Background to the Placing and use of proceeds

On 26 February 2024, the Company announced its unaudited interim results for the six months ended 30 November 2023 (the "Results"). As detailed in the Results, EnSilica has delivered a resilient performance in the first half of the current financial year ending 30 May 2024, due to a combination of continued new business momentum and the execution of a number of significant contracts with several key customers. New business generation remains strong with EnSilica's current sales pipeline of opportunities and potential contracts standing at an estimated US$512 million of lifetime revenues. This includes EnSilica being in advanced discussions for several significant design and supply contracts, including an expected follow-on contract worth approximately US$3.8 million following initial consultancy work that commenced in December 2023.

The net proceeds of the Placing will provide the Company with additional working capital and as detailed in the Results, further cashflow is expected from R&D tax credits and significant customer payments in March and April 2024. Notwithstanding this, the Company continues discussions for invoice financing facilities and potential debt funding of up to £1.0 million.

Details of the Placing

The Placing comprises the issue of 2,230,000 new Ordinary Shares (the "Placing Shares") at the Issue Price to conditionally raise £1,115,000 before expenses for the Company (approximately £1 million after expenses but excluding VAT).

The issue and allotment of the Placing Shares is conditional, inter alia, upon i) the passing of the Resolutions, to authorise such issues and allotments and disapply pre-emption rights, to be put to shareholders at a general meeting of the Company on 18 March 2024; and ii) for the Placing Shares to be admitted to trading on AIM ("Admission") on or before 8.00 a.m. on 20 March 2024 (or such later date as Allenby Capital and the Company may agree being not later than 8.00 a.m. on 5 April 2024). Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.

When issued, the Placing Shares will represent approximately 2.65 per cent of the enlarged share capital of the Company and will rank pari passu with the existing ordinary shares of 0.1p each in the capital of the Company ("Ordinary Share").

The Issue Price represents a discount of approximately 3 per cent. to the 30-day volume-weighted average price of an Ordinary Share for the period ended on 26 February 2024, being the latest practicable date prior to the publication of this announcement.

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 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, or 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 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.

The Placing is not being underwritten by Allenby Capital or any other person.

Notice of General Meeting

In order to implement the Placing, the Directors will require further authorities, under sections 551 and 571 (respectively) of the Companies Act, to issue and allot the Placing Shares and to disapply statutory pre-emption rights in respect of such allotments.

Separately to the Placing, the Directors are also proposing additional resolutions which would (subject to certain restrictions) grant the Directors authority to allot further equity securities wholly for cash in the future up to a certain amount, without pre-emption rights applying. The Placing is not conditional upon the passing of these additional resolutions.

A circular including a notice convening a General Meeting of the Company, to be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London EC4R 3TT at 10.00 a.m. on 18 March 2024, is expected to be sent to shareholders tomorrow, 28 February 2024. At the General Meeting, shareholders will be asked to consider the resolutions referred to above.

Admission to AIM

Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. Subject to the passing of the necessary resolutions to allot and issue the Placing Shares, it is currently anticipated that Admission will become effective and that dealings in the Placing Shares will commence on AIM at 8.00 a.m. on or around 20 March 2024.

Total voting rights

On Admission, the Company will have 84,237,658 ordinary shares of 0.1p each in issue, each with one voting right. There are no shares held in treasury. Therefore, upon Admission, the Company's total number of ordinary shares in issue and voting rights will be 84,237,658 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.

Notice to Distributors

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 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.

Notice to overseas persons

General