THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO
OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN
OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
UNLAWFUL.
Neither this announcement, nor
anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any
jurisdiction. Investors should not purchase any shares referred to
in this announcement except solely on the basis of the information
contained in the prospectus (the "Prospectus"), including the risk
factors set out therein, published by Raspberry Pi Holdings plc
(the "Company" or "Raspberry Pi" and, together with its
subsidiaries, "the Group") in connection with the offer (the
"Global Offer") of ordinary shares in the Company (the "Ordinary
Shares") and the admission of such Ordinary Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market for listed securities of London Stock Exchange plc
(the "London Stock Exchange") (together, "Admission"). A copy of
the Prospectus is available for inspection on the Company's website
at www.raspberrypi.com, subject to certain access
restrictions.
14 June 2024
Raspberry Pi Holdings
plc
("Raspberry Pi")
Admission to trading on the
London Stock Exchange
Further to the announcement on 11
June 2024 in connection with its initial public offering, Raspberry
Pi announces that its entire issued ordinary share capital,
consisting of 193,415,715 Shares, has today been admitted to the
premium listing segment of the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange's
Main Market for listed securities under the ticker
"RPI".
For more information, please
contact:
Alma Strategic Communications (Public Relations adviser to
Raspberry Pi)
|
T: +44 (0)203 405 0205
|
Josh Royston, Andy Bryant, Caroline
Forde, Hannah Campbell
|
raspberrypi@almastrategic.com
|
|
|
|
|
Joint Global Co-ordinators, Joint Sponsors and Joint
Bookrunners
|
|
|
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Jefferies International Limited
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T: +44 (0)207 029
8000
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Sam Dean, Sam Barnett, Nandan
Shinkre, Aditi Venkatram
|
|
|
|
Peel Hunt LLP
|
T: +44 (0) 207 418
8900
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Neil Patel, Kate Bannatyne, Sohail
Akbar, Jock Maxwell Macdonald
|
|
IMPORTANT LEGAL INFORMATION
The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed by any person for
any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.
This announcement is not for
release, publication or distribution in whole or part, directly or
indirectly, in or into the United States, Canada, Australia, South
Africa or Japan or any other jurisdiction where such distribution
would be unlawful. This announcement does not constitute a
prospectus or form part of any offer or invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe
for, or otherwise invest in, Ordinary Shares to any person in any
jurisdiction to whom or in which such offer or solicitation is
unlawful, including the United States (including its territories or
possessions or any State of the United States and the District of
Columbia (the "United States")), Canada, Australia, South Africa or
Japan. The Ordinary Shares have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "US Securities Act") or under the laws or with any
securities regulatory authority of any state of the United States.
The Ordinary Shares may not be offered, sold, pledged or otherwise
transferred in the United States, except to qualified institutional
buyers ("QIBs") as defined in, and in reliance on, Rule 144A under
the US Securities Act ("Rule 144A") or pursuant to another
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act. There will be
no public offering of securities in the United States.
This announcement is only addressed
to and directed at specific addressees who: (A) if in a member
state of the European Economic Area (the "EEA"), are persons who
are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) (the "Prospectus
Regulation") ("Qualified Investors"); and (B) if in the United
Kingdom, are "qualified investors" within the meaning of Article
2(e) of the UK version of the Prospectus Regulation as it forms
part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") who are: (i) persons having professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); or (ii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (iii) are other
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA (as amended)) in
connection with the sale of any securities of the Company or any
member of its group may otherwise lawfully be communicated or
caused to be communicated; or (iv) intermediaries using the Peel
Hunt REX portal for distribution to retail investors in the United
Kingdom (all such persons referred to in (i), (ii), (iii) and (iv)
together being "Relevant Persons"). This announcement must not be
acted on or relied on (i) in the United Kingdom, by persons who are
not Relevant Persons, and (ii) in any member state of the EEA by
persons who are not Qualified Investors. Any investment activity to
which this announcement relates (i) in the United Kingdom is
available only to, and may be engaged in only with, Relevant
Persons, and (ii) in any member state of the EEA is available only
to, and may be engaged only with, Qualified Investors.
Any purchase of Ordinary Shares in
the Global Offer should be made solely on the basis of information
contained in the Prospectus. The information in this announcement
is subject to change. Before purchasing any Ordinary Shares,
persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the
Prospectus. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. This announcement does not constitute, or
form part of, any offer or invitation to sell, or any solicitation
of any offer to acquire, any Ordinary Shares or any other
securities, nor shall it (or any part of it), or the fact of its
distribution, form the basis of, or be relied on in connection
with, or act as any inducement to enter into, any contract or
commitment whatsoever.
Potential investors should not base
their financial decision on this announcement. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount
invested. Persons considering making investments should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the Global Offer. The value of the Ordinary Shares can decrease as
well as increase. Potential investors should consult a professional
adviser as to the suitability of the Global Offer for the persons
concerned.
Nothing contained herein constitutes
or should be construed as (i) investment, tax, financial,
accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your
individual circumstances or (iii) a personal recommendation to
you.
Apart from the responsibilities and
liabilities, if any, which may be imposed on the Banks by FSMA or
the regulatory regime established thereunder, or under the
regulatory regime of any jurisdiction where the exclusion of
liability under the relevant regulatory regime would be illegal,
void or unenforceable, none of the Banks nor any of their
respective affiliates and/or any of their or their affiliates'
directors, officers, employees, advisers and/or agents accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
and/or any other information relating to the Company, the Group or
its associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, or
for any loss howsoever arising from any use of this announcement or
its contents or otherwise arising in connection
therewith.
Each of Jefferies International
Limited and Peel Hunt LLP (together, the "Banks") is authorised and
regulated by the FCA in the United Kingdom. Each of the Banks is
acting exclusively for the Company and no one else in connection
with the Global Offer. The Banks will not regard any other person
(whether or not a recipient of this announcement) as their client
in relation to the Global Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for giving advice in
relation to the Global Offer, the contents of this announcement or
any transaction, arrangement or other matter referred to herein. In
connection with the withdrawal of the UK from the European Union,
the Banks may, at their discretion, undertake their obligations in
connection with the Global Offer by any of their affiliates based
in the EEA.
In connection with the Global Offer,
Jefferies as stabilising manager (the "Stabilising Manager"), or
any of its agents, may (but will be under no obligation to), to the
extent permitted by applicable law, over-allot Ordinary Shares or
effect other transactions with a view to supporting the market
price of the Ordinary Shares at a higher level than that which
might otherwise prevail in the open market. The Stabilising Manager
is not required to enter into such transactions and such
transactions may be effected on any securities market,
over-the-counter market, stock exchange or otherwise and may be
undertaken at any time during the period commencing on the date of
commencement of conditional dealings of the Ordinary Shares on the
London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on the Stabilising
Manager or any of its agents to effect stabilising transactions and
there is no assurance that stabilising transactions will be
undertaken. Such stabilisation, if commenced, may be discontinued
at any time without prior notice. In no event will measures be
taken to stabilise the market price of the Ordinary Shares above
the Offer Price. Except as required by law or regulation, neither
the Stabilising Manager nor any of its agents intends to disclose
the extent of any over-allotments made and/or stabilisation
transactions conducted in relation to the Global Offer.
In connection with the Global
Offer, the Stabilising Manager may, for stabilisation purposes,
over-allot Ordinary Shares up to a maximum of 10% of the total
number of Ordinary Shares to be sold by Raspberry Pi MidCo Limited
(the "Principal Shareholder") in the Global Offer. For the purposes
of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotments and/or from sales of
Ordinary Shares effected by it during the stabilising period, the
Principal Shareholder has granted to it an over-allotment option
(the "Over-allotment Option"), pursuant to which the Stabilising
Manager may purchase or procure purchasers for up to 10% of the
total number of Ordinary Shares to be sold by the Principal
Shareholder in the Global Offer (the "Over-allotment Shares") at
the Offer Price. The Over-allotment Option will be exercisable in
whole or in part, upon notice by the Stabilising Manager, at any
time on or before the 30th calendar day after the
commencement of conditional dealings of the Ordinary Shares on the
London Stock Exchange. Any Over-allotment Shares made available
pursuant to the Over-allotment Option will rank pari passu in all respects with the
Ordinary Shares, including for all dividends and other
distributions declared, made or paid on the Ordinary Shares, will
be purchased on the same terms and conditions as the Ordinary
Shares being issued or sold in the Global Offer and will form a
single class for all purposes with the other Ordinary
Shares.
For the avoidance of doubt, the
contents of the Group's website, or any website directly or
indirectly linked to the Group's website, are not incorporated by
reference into, and do not form part of, this
announcement.