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Retail Offer to raise up to £0.3 million

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EnSilica plc announced a retail offer to raise up to £0.3 million through the issue of new ordinary shares at 47 pence per share, making up to 638,297 shares available to existing UK shareholders. This retail offer is in addition to a previously announced placing and subscription that conditionally raised approximately £9.7 million. The net proceeds from the retail offer will be used for the same purposes as the funds raised from the placing and subscription. The retail offer is conditional on shareholder approval at a General Meeting expected on April 7, 2026, with admission to trading anticipated around April 8, 2026.

Full announcement

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EnSilica plc (AIM: ENSI), a leading fabless, application-specific chipmaker, announces a retail offer via the BookBuild Platform to raise up to £0.3 million (the "Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares").

Under the Retail Offer up to 638,297 new Ordinary Shares (the "Retail Offer Shares") will be made available at an issue price of 47 pence per new Ordinary Share (the "Issue Price") to existing shareholders of the Company in the United Kingdom through financial intermediaries registered with Bookbuild.

In addition to the Retail Offer and as announced earlier today, the Company has conditionally raised gross proceeds of approximately £9.7 million through a placing and subscription of new Ordinary Shares (respectively, the "Placing Shares" and the "Subscription Shares", and together with the Retail Offer Shares, the "New Ordinary Shares") at the Issue Price (respectively, the "Placing" and the "Subscription", and together with the Retail Offer, the "Fundraise"). The first tranche of the Placing of approximately £4.54 million is expected to complete on or around 17 March 2026, and the second tranche of approximately £5.16 million is expected to complete on or around 8 April 2026 subject to the General Meeting, as detailed below.

Net proceeds from the Retail Offer will be used for the same purposes as funds raised from the Placing and Subscription as set out in the announcement of 12 March 2026.

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

The issue of the Retail Offer Shares is conditional upon, inter alia, the passing of the Resolutions to be proposed at the 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 7 April 2026. Conditional upon the passing of the Resolutions, admission of the Retail Offer Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange ("Retail Admission") is expected to occur at 8.00 a.m. on or around 8 April 2026 (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 22 April 2026)).

Completion of the 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 Retail Offer.

Expected Timetable in relation to the Retail Offer

Retail Offer opens13 March 2026, 7:05 AM
Latest time and date for commitments under the Retail Offer17 March 2026, 4:00 PM
Results of the Retail Offer announced18 March 2026, by 12 noon
Retail Admission and dealings in Retail Offer Shares issued pursuant to the Retail Offer commence8 April 2026, 8:00 AM
Dealing Codes
TickerENSI
ISIN for the Ordinary SharesGB00BN7F1618
SEDOL for the Ordinary SharesBN7F161

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/DQMP8Q/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).

The Placing and Subscription closed on 12 March 2026. Existing retail investors are not entitled to participate in the Placing or the Subscription.

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 (as defined below) 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 13 March 2026. The Retail Offer is expected to close at 4:00 p.m. on 17 March 2026 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 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 (an "Eligible Shareholder"), 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.

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/DQMP8Q/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 £300,000.00. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Situation:Retail Offer
Issuer Name:EnSilica plc
Security:ORD 0.1P
Terms:Retail Offer Raise Target: £0.3 million Retail Offer Shares: up to 638,297 Issue Price: 47 pence
ISINSEDOLTITLESETTLEMENT TYPE
GB00BN7F1618BN7F161ENSILICA PLC ORD 0.1PCREST

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.

UK Product Governance Requirements

EU Product Governance Requirements

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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