NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, canada, australia, south
africa, japan OR ANY other JURISDICTION IN WHICH SUCH DISTRIBUTION
WOULD BE UNLAWFUL
Raspberry Pi Holdings plc
Pre-Stabilisation Period
Notice
11 June 2024
Jefferies International Limited
(contact: Oliver Berwin; telephone: +44 20 7029 8964, Megan
Gresham; telephone: +44 20 7548 4199) hereby gives notice that the
Stabilising Manager named below, and its affiliates, may stabilise
the offer of the following securities in accordance with the
relevant provisions of Regulation (EU) No 596/2014 (Market Abuse
Regulation) and Commission Delegated Regulation (EU) 2016/1052, in
each case as it forms part of retained EU law by virtue of the
European Union (Withdrawal) Act 2018. Stabilisation transactions aim at supporting the market price
of the Securities during the Stabilisation Period. Stabilisation
may not necessarily occur and it may cease at any time.
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The securities:
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Issuer:
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Raspberry Pi Holdings plc
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Securities
to be stabilised:
Places
where stabilisation may be undertaken:
Security identifier:
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Ordinary Shares of £0.0025 each in
the capital of Raspberry Pi Holdings plc (ISIN:
GB00BS3DYQ52) (the "Shares")
London Stock Exchange,
Over-The-Counter (OTC) and other order book venues e.g. Turquoise,
BATS and Chi-X
RPI
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Offering size:
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59,288,752 Ordinary Shares (excluding
the over-allotment option)
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Offer price:
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280 pence per
Ordinary Share (the
"Offer Price")
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Stabilisation:
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Stabilising
Manager (and central point within the meaning of Commission
Delegated Regulation (EU) 2016/1052):
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Jefferies International Limited, 100
Bishopsgate, London, EC2N 4JL
Contact:
Oliver
Berwin; telephone: +44 20 7029 8964
Megan
Gresham; telephone: +44 20 7548 4199
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Stabilisation period expected to
start on:
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8:00am (London time) on 11 June
2024
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Stabilisation period expected to end
no later than:
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11 July 2024
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Maximum size of over-allotment
facility:
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4,593,506 Ordinary Shares
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Over-allotment Option:
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Terms:
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In connection with the offering (the
"Global Offer"), Jefferies
International Limited, as Stabilising Manager, or any of its
agents, may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot Shares sold in the Global
Offer or effect other stabilisation transactions with a view to
supporting the market price of the Shares at a higher level than
that which might otherwise prevail in the open market (the
"Overallotment
Option").
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 the commencement of
conditional dealings of the 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 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
Shares up to a maximum of 10% of the total number of Shares sold by
Raspberry Pi Mid Co 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 Shares effected by it during the stabilising
period, the Principal Shareholder has granted to the Stabilising
Manager the Overallotment Option, pursuant to which the Stabilising
Manager may purchase or procure purchasers for additional Shares up
to a maximum of 10% of the total number of Shares sold by the
Principal Shareholder in the Global Offer (the "Overallotment Shares") at the Offer
Price. The Overallotment 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 Shares on the London Stock Exchange. Any
Overallotment Shares made available pursuant to the Overallotment
Option will rank pari passu in all respects with the Shares,
including for all dividends and other distributions declared, made
or paid on the Shares, will be purchased on the same terms and
conditions as the Shares being issued or sold in the Global Offer
and will form a single class for all purposes with the other
Shares.
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Duration:
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This option may be exercised by the
Stabilising Manager in whole or in one or more parts, on one or
more occasions at any time from 11 June 2024 to 11 July
2024.
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In connection with the offer of the
above securities, the Stabilising Manager may over-allot the
securities or effect other transactions with a view to supporting,
stabilising or maintaining the market price of the securities at a
level higher than that which might otherwise prevail in the open
market. However, there is no assurance that the Stabilising Manager
will take any stabilisation action and any stabilisation action, if
begun, may be ended at any time without prior notice. Any
stabilisation action or over-allotment shall be carried out in
accordance with all applicable rules and regulations.
The Global Offer and the distribution
of this announcement and other information in connection with the
listing and the Global Offer in certain jurisdictions may be
restricted by law and persons into whose possession this
announcement, any document or other information referred to herein
comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Important Notice
This announcement is for information
only and does not constitute an offer or invitation to underwrite,
subscribe for, sell or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction in which such
an offer or solicitation is unlawful, including, without
limitation, the United States, Australia, Canada, South Africa or
Japan. Any failure to comply with these restrictions may constitute
a violation of the securities laws of such
jurisdictions.
This announcement and the information
contained herein, is not an offer of securities for sale in, and is
not for transmission to or publication, distribution or release,
directly or indirectly, in the United States of America (including
its territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"). The securities being
offered have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under any
applicable securities laws or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered, sold, resold, pledged, transferred or
delivered, directly or indirectly, in the United States unless to
qualified institutional buyers as defined in, and in reliance on,
Rule 144A under the Securities Act or pursuant to another exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with any
applicable securities laws of any state or other jurisdiction of
the United States. No public offering of the securities discussed
herein is being made in the United States.
In the United Kingdom, this
announcement is addressed only to, and is directed only at, persons
who: (A) (i) are "investment professionals" specified in Article
19(5) of the Financial Services and Markets Act (Financial
Promotion) Order 2005 (the "Order") and/or (ii) fall within Article
49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); (iii) any person to whom the communication may
otherwise lawfully be made; and (B) are "qualified investors"
within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 (all such
persons together being referred to as "Relevant Persons"). In the European
Economic Area (the "EEA"),
this announcement is addressed only to, and is directed only at,
persons in member states who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation
(EU) 2017/1129) ("Qualified
Investors"). 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 or
investment activity to which this announcement relates is available
only to: (i) in the United Kingdom, Relevant Persons; and (ii) in
any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons.