WRAP Retail Offer for up to £0.3 million

EnSilica (AIM: ENSI), a leading chip maker of mixed signal ASICs (Application Specific Integrated Circuits), is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £0.3 million (the "WRAP Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"). Under the WRAP Retail Offer up to 666,666 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at an issue price of 45 pence per new Ordinary Share to existing shareholders of the Company in the UK.

In addition to the WRAP Retail Offer and as announced earlier today, the Company has conditionally raised gross proceeds of £4.9 million through a placing and subscription of new Ordinary Shares (respectively, the "Placing Shares" and the "Subscription Shares", and together with the WRAP Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (respectively, the "Placing" and the "Subscription", and together with the WRAP Retail Offer, the "Fundraise").

For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing and the Subscription.

The issue of the WRAP Retail Offer Shares is conditional upon, inter alia, the passing of the necessary resolutions to enable the WRAP Retail Offer Shares to be allotted and issued on a non-pre-emptive basis, to be put to shareholders of EnSilica at a General Meeting, which is expected 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. Conditional upon the passing of those resolutions, admission of the WRAP Retail Offer Shares ("Second Admission") is expected to occur at 8.00 a.m. on or around 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).

Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing and the Subscription. However, completion of the Placing and the Subscription is not conditional on the completion of the WRAP Retail Offer.

WRAP Retail Offer

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being existing shareholders of EnSilica, following release of this announcement and through certain financial intermediaries.

Existing shareholders of EnSilica in the United Kingdom can contact their broker or wealth manager to participate in the WRAP Retail Offer.

The WRAP Retail Offer is expected to close at 4.00pm on 29 May 2024. Eligible shareholders of EnSilica should note that financial intermediaries may have earlier closing times. The Placing and Subscription closed on 23 May 2024. Existing retail investors are not entitled to participate in the Placing or the Subscription.

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of existing retail shareholders of EnSilica, should contact wrap@winterflood.com.

To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof or will be, prior to placing an order for WRAP Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the WRAP Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Placing Price does not exceed £300,000.

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 WRAP 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 AIM Rules for Companies, the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the announcement made by the Company on 23 May 2024 regarding the proposed equity fundraising.