Result of Placing and Subscription
EnSilica raised £4.9m gross at 45p per share through placing and subscription.
- Gross proceeds £4.9m
- Issue price 45p
- Placing shares 9,977,976
- Subscription shares 910,913
- Total ordinary shares on First Admission 93,468,928
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At 4.47pm on 23 May 2024 EnSilica (AIM: ENSI) 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 £4.9 million at the Issue Price of 45p through (i) the Placing of 9,977,976 Placing Shares to new and existing institutional investors and (ii) the Subscription for 910,913 Subscription Shares.
Due to the limited existing share authorities available to issue new Ordinary Shares, the Placing will be conducted in two tranches, as follows:
- a placing of 7,512,857 Placing Shares (the "First Placing Shares") at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 18 March 2024 (the "First Placing"); and
- a conditional placing of 2,465,119 Placing Shares (the "Second Placing Shares") at the Issue Price to be issued conditional on the passing of the Resolutions at the General Meeting (the "Second Placing"). The General Meeting is expected to take place on 17 June 2024, 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 WRAP and this is expected to remain open until 4.00 p.m. on 29 May 2024.
The First Placing and the Subscription are conditional upon, inter alia, First Admission becoming effective on or around 28 May 2024. The Second Placing and the WRAP 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 17 June 2024 and Second Admission becoming effective on or around 19 June 2024. The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Director participation
Mark Hodgkins, Kristoff Rademan, David Tilston, Janet Collyer and Noel Hurley have conditionally subscribed for a total of 49,111 new Ordinary Shares at the Issue Price in the Fundraising as set out below:
| Director/PDMR | Position | New Ordinary Shares being subscribed for | Total Ordinary Shares held on First Admission | Percentage of enlarged share capital on First Admission |
|---|---|---|---|---|
| Mark Hodgkins | Executive Chairman | 10,000 | 550,902 | 0.59% |
| Kristoff Rademan | Chief Financial Officer | 10,000 | 10,000 | 0.01% |
| David Tilston | Non-Executive Director | 10,000 | 69,000 | 0.07% |
| Janet Collyer | Non-Executive Director | 11,111 | 41,111 | 0.04% |
| Noel Hurley | Non-Executive Director | 8,000 | 28,000 | 0.03% |
The FCA notification in respect of these director dealings, 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 Placing Shares and the Subscription Shares, the shareholding of Ian Lankshear, CEO of the Company, will be diluted on First Admission to approximately 17.16 per cent. (the number of Ordinary Shares he holds will remain the same at 16,040,358).
General Meeting and posting of the Circular
The Second Placing and the WRAP Retail Offer are conditional on, inter alia, the Resolutions which are required to implement the Conditional Fundraising being duly passed at the General Meeting to be held at 10.00 a.m. on 17 June 2024.
A Circular, containing further details of the Fundraising and the notice of General Meeting, is expected to be despatched to Shareholders on or around 29 May 2024.
Admission to AIM
Application has been made to the London Stock Exchange plc for the admission of the First Placing Shares and the Subscription Shares to trading on AIM and it is expected that First Admission will occur at 8.00 a.m. on 28 May 2024 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 11 June 2024).
Subject to the passing of the Resolutions, application will be made to the London Stock Exchange plc for the admission of the Second Placing Shares and the WRAP 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 19 June 2024 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 3 July 2024).
Total voting rights
Immediately following First Admission, the Company will have 93,468,928 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 93,468,928 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.
Director/PDMR MAR disclosures
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Name Position Mark Hodgkins Executive Chairman Kristoff Rademan Chief Financial Officer David Tilston Non-Executive Director Janet Collyer Non-Executive Director Noel Hurley Non-Executive Director |
| 2 | Reason for the notification | |
| a) | Position/status | See above |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | EnSilica Plc |
| b) | LEI | 213800R6VXRU7MJTAF04 |
| 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) | Name Price(s) Volume(s) Mark Hodgkins 45p 10,000 Kristoff Rademan 45p 10,000 David Tilston 45p 10,000 Janet Collyer 45p 11,111 Noel Hurley 45p 8,000 |
| d) | Aggregated information: - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 23 May 2024 |
| f) | Place of the transaction | London Stock Exchange, XLON |
Notice to Distributors
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 Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 Limited ("Allenby Capital") and Singer Capital Market Securities Limited ("Singer Capital Markets") 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
This Announcement has been issued by, and is the sole responsibility of, the Company.
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