REG - Jefferies Int Ltd. Jefferies Int Ltd. Raspberry Pi Hldgs - Stabilisation Notice

Raspberry PI HoldingsAnnouncement

11/06/2024 07:15

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RNS Number : 9413R  Jefferies International Limited.  11 June 2024

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.

 

 The securities:

 Issuer:                                                                  Raspberry Pi Holdings plc

 Securities to be stabilised:                                             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.
 Places where stabilisation may be undertaken:                            Turquoise, BATS and Chi-X

 Security identifier:                                                     RPI

 Offering size:                                                           59,288,752 Ordinary Shares (excluding the over-allotment option)

 Offer price:                                                             280 pence per Ordinary Share (the "Offer Price")

 Stabilisation:

 Stabilising Manager (and central point within the meaning of Commission  Jefferies International Limited, 100 Bishopsgate, London, EC2N 4JL
 Delegated Regulation (EU) 2016/1052):

                                                                          Contact:            Oliver Berwin; telephone: +44 20 7029 8964

                                                                                                  Megan Gresham; telephone: +44 20
                                                                          7548 4199

 Stabilisation period expected to start on:                               8:00am (London time) on 11 June 2024

 Stabilisation period expected to end no later than:                      11 July 2024

 Maximum size of over-allotment facility:                                 4,593,506 Ordinary Shares

 Over-allotment Option:

 Terms:                                                                   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.

 Duration:                                                                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.

 

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.

 

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