Result of oversubscribed Placing and Subscription
EnSilica plc has successfully raised approximately £14 million in gross proceeds through an oversubscribed placing and subscription at an issue price of 91 pence per share. The net proceeds will be used to accelerate new product development and expand its contract pipeline. The fundraising is structured in two tranches, with the first tranche of approximately £10.73 million expected to be admitted to AIM on July 10, 2026, and the second tranche of approximately £3.27 million, along with the subscription, conditional on shareholder approval at a general meeting expected on July 27, 2026. A separate retail offer is also anticipated. The company's Chief Financial Officer has subscribed for 3,300 shares, and a substantial shareholder, Esterhuyzen Limited, has subscribed for 6,000,000 shares.
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On 6 July 2026, EnSilica plc (AIM: ENSI), a leading fabless microchip maker with a growing portfolio of reusable IP, serving the Space and Communications, Industrial, and Automotive markets, announced a proposed equity fundraising by way of an accelerated bookbuild (the "Fundraising Announcement").
The Board is pleased to announce that the Bookbuild has concluded and that it has conditionally raised gross proceeds of approximately £14 million at the Issue Price of 91 pence per share through: (i) the Placing of 15,381,315 Placing Shares to new and existing institutional investors; and (ii) the Subscription for 3,300 Subscription Shares.
The net proceeds of the Placing and the Subscription will enable the Company to accelerate new products and projects and its growing contract pipeline, as set out in the Fundraising Announcement.
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 11,787,723 Placing Shares (the "First Tranche Placing Shares") at the Issue Price, raising approximately £10.73 million, to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis (the "First Tranche Placing"). The First Tranche Placing is conditional upon, inter alia, First Admission becoming effective on or around 10 July 2026; and
- a conditional placing of 3,593,592 Placing Shares (the "Second Tranche Placing Shares") at the Issue Price, raising approximately £3.27 million, to be issued conditional, inter alia, on the passing of the Resolutions at the General Meeting (the "Second Tranche Placing"). The General Meeting is expected to take place on 27 July 2026, notice of which will be sent to shareholders later this week.
In addition to the Placing and the Subscription, the Company expects to shortly announce a separate Retail Offer through the BookBuild Platform. This is expected to remain open until 12.00 p.m. on 9 July 2026.
The Second Tranche Placing, the Subscription and the 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 27 July 2026 and Second Admission becoming effective on or around 29 July 2026.
A Circular, containing details of the Fundraising and the notice of General Meeting is expected to be despatched to Shareholders on or around 10 July 2026. Further details in relation to the expected Fundraising timetable is appended below.
The Placing is also conditional on the Placing Agreement not being terminated in accordance with its terms.
Director participation
Kristoff Rademan, EnSilica's Chief Financial Officer, has conditionally subscribed for a total of 3,300 new Ordinary Shares at the Issue Price in the Subscription. On Second Admission and excluding the Retail Offer, Kristoff Rademan will hold 19,300 Ordinary Shares representing approximately 0.014 per cent. of the enlarged issued share capital.
The FCA notification in respect of this director dealing, made in accordance with the requirements of UK MAR, is appended further below.
Substantial shareholder participation
Esterhuyzen Limited ("Esterhuyzen"), a substantial shareholder of the Company for the purpose of the AIM Rules for Companies ("AIM Rules"), has subscribed for 6,000,000 Placing Shares at the Issue Price. On First Admission, Esterhuyzen will hold 21,500,000 Ordinary Shares representing approximately 16.58 per cent. of the enlarged issued share capital.
The participation by Esterhuyzen in the Placing is deemed to be a related party transaction for the purpose of AIM Rule 13 (the "Transaction"). The independent Directors, which excludes Kristoff Rademan, consider having consulted with the Company's nominated adviser, Allenby Capital Limited, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned.
Change to significant shareholding in the Company
As a result of the issue of the First Tranche Placing Shares, the shareholding of Ian Lankshear, CEO of the Company, will be diluted on First Admission to approximately 12.37 per cent. (the number of Ordinary Shares he holds will remain the same at 16,040,358).
Admission to AIM
Application has been made to the London Stock Exchange plc for the admission of the First Tranche Placing Shares to trading on AIM and it is expected that First Admission will occur at 8.00 a.m. on or around 10 July 2026.
Application will be made to the London Stock Exchange plc for the admission of the Second Tranche Placing Shares, the Subscription Shares and the 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 or around 29 July 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 12 August 2026)).
Total voting rights
Immediately following First Admission, the Company will have 129,664,953 Ordinary Shares 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 129,664,953 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.
Expected timetable in relation to the Fundraising
2026
| Retail Offer opens | 7:05 a.m. on 7 July |
| Latest time and date for commitments under the Retail Offer | 12.00 p .m. on 9 July |
| Admission of First Tranche Placing Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 10 July |
| Results of the Retail Offer and notice of General Meeting announced | By 12.00 p .m. on 10 July |
| General Meeting | 10.00 a.m. on 2 7 July |
| Results of the General Meeting announced | 27 July |
| Admission of Second Tranche Placing Shares, Subscription Shares and Retail Offer Shares to trading on AIM and commencement of dealings | 8.00 a.m. on 29 July |
Notes:
- Unless otherwise specified, references in this announcement to time are to British Summer Time (BST).
- The times and dates above are indicative only. If there is any change, revised times and dates will be notified to shareholders by means of an announcement through a Regulatory Information Service.
Director/PDMR MAR disclosures
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Name Position Kristoff Rademan Chief Financial Officer | ||||
| 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) |
| ||||
| d) | Aggregated information: - Aggregated volume - Price | N/A | ||||
| e) | Date of the transaction | 7 July 2026 | ||||
| f) | Place of the transaction | London Stock Exchange, XLON |
Notice to Distributors
UK Product Governance Requirements
EU Product Governance Requirements
Notice to overseas persons
General
This Announcement has been issued by, and is the sole responsibility of, the Company.
Panmure Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker and Joint Bookrunner to the Company in connection with the Placing. Panmure Liberum will not be responsible to any person other than the Company for providing the protections afforded to clients of Panmure Liberum or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Panmure Liberum is not making any representation or warranty, express or implied, as to the contents of this Announcement. Panmure Liberum has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Panmure Liberum for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Panmure Liberum for its own fraud.
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