REG - Jefferies Intl Ltd Raspberry Pi Hldgs - Results of Secondary Placing in Raspberry Pi

Raspberry PI HoldingsAnnouncement

23/04/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260423:nRSW5650Ba&default-theme=true

RNS Number : 5650B  Jefferies International Limited  23 April 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF
SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF
THIS ANNOUNCEMENT.

 

RESULTS OF OFFERING OF EXISTING SHARES IN RASPBERRY PI HOLDINGS PLC

 

23 April 2026

Further to the announcement released on 22 April 2026 the Raspberry Pi
Foundation (the "Selling Shareholder") has agreed to sell an aggregate of
10,909,090 Shares (the "Sale Shares") of Raspberry Pi Holdings PLC (the
"Company") at a price of GBp 550 per Sale Share (the "Placing Price") via a
placing to strategic and institutional investors (the "Placing") and a
separate offer to retail investors (the "Retail Offer") at the Placing Price.
The Sale Shares in aggregate represent approximately 5.6 per cent. Of the
Company's issued share capital.

The aggregate gross sale proceeds raised through the Placing and the Retail
Offer are approximately £60 million. The Company is not party to the Placing
or the Retail Offer and will not receive any proceeds from the Placing or the
Retail Offer.

Following successful completion of the Placing and the Retail Offer, the
Selling Shareholder will continue to hold 79,417,031 Shares, representing
approximately 41.0% of the Company's outstanding Shares (the "Shares"). The
remaining Shares held by the Selling Shareholder are subject to a 365-day
lock-up, subject to customary exceptions.

Arm Technology Investments 2 Limited, a strategic shareholder of the Company,
invested approximately £50 million in the Placing.

Settlement and closing of the Placing Offer and the Retail Offer is expected
to occur on a T+2 basis on 27 April 2026. Jefferies International Limited
("Jefferies") and Peel Hunt LLP ("Peel Hunt") (and together, the "Managers")
acted as Joint Global Coordinators and Joint Bookrunners in connection with
the Placing.

 

Enquiries

Jefferies International
Limited
+44 20 7029 8000

(Joint Global Coordinator and Joint Bookrunner)

Sam Dean / Aditi Venkatram / Sam Barnett

Oliver Berwin / Megan Gresham

Peel Hunt
LLP
+44 (0) 20 7418 8900

(Joint Global Coordinator and Joint Bookrunner)

Neil Patel / Kate Bannatyne / Alice Lane

Sohail Akbar / Nicolas Wilks

 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF
SUCH JURISDICTION

This announcement is only addressed to and directed at specific addressees
who: (A) if in a member state of the European Economic Area ("EEA"), are
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the
"Prospectus Regulation", respectively); (B) if in the United Kingdom, are:
"qualified investors" within the meaning of paragraph 15 of Schedule 1 of the
Public Offers and Admissions to Trading Regulations 2024 who are (i) persons
who have 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) persons who fall within Article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc.") of the Order;
or (C) are persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").

This announcement must not be acted or relied on by persons who are not
Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. In addition, this announcement is not being
distributed, nor has it been approved for the purposes of section 21 of the
Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under
FSMA.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer of, or the
solicitation of an offer to acquire or dispose of securities in the United
States, South Africa, Australia, Canada or Japan, or in any other jurisdiction
in which such an offer or solicitation is unlawful ("Restricted
Jurisdictions"). Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or from any
Restricted Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant Restricted
Jurisdiction.

The Sale Shares are not being made available to the public and none of the
Sale Shares are being offered or sold in any jurisdiction where it would be
unlawful to do so. The Sale Shares have not been and will not be registered
under the relevant laws of any of the Restricted Jurisdictions or any state,
province or territory thereof and may not be offered, sold, resold, delivered
or distributed, directly or indirectly in or into any Restricted Jurisdiction
or to, or for the account or benefit of, any person with a registered address
in, or who is a resident of or ordinarily resident in, or a citizen of, any
Restricted Jurisdiction except pursuant to an applicable exemption.

The distribution of this announcement and the offering or sale of the Sale
Shares in certain jurisdictions may be restricted by law. No action has been,
or will be, taken by the Company, the Selling Shareholder or the Managers or
any of their respective affiliates that would, or which is intended to, permit
a public offer of the Sale Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or publicity material
relating to the Sale Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this announcement comes are
required by the Company, the Selling Shareholder or the Managers to inform
themselves about and to observe any applicable restrictions. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any ‎such jurisdiction.‎

The Sales Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold, directly or indirectly, in the United States,
absent registration with the US Securities Exchange Commission or except
pursuant to an exemption from, or as part of a transaction not subject to, the
registration requirements of the Securities Act and the securities laws of any
state or other jurisdiction of the United States. No public offering of
securities is being made in the United States or in any other jurisdiction.

The Sale Shares have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other regulatory
authority in the United States, nor have any of the foregoing authorities
passed upon or endorsed the merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary is a criminal offence
in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy the Sale Shares must be made
solely on the basis of publicly available information. Such information is not
the responsibility of and has not been independently verified by the Selling
Shareholder or the Managers or any of their respective affiliates, who each
expressly disclaim any liability for such 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 for any purpose on
the information contained in this announcement or its accuracy or
completeness.

Jefferies International Limited and Peel Hunt LLP are authorised and regulated
by the Financial Conduct Authority in the United Kingdom. The Managers are
acting exclusively for the Selling Shareholder in connection with the Placing
and will not be responsible to anyone other than Selling Shareholder for
providing the protections offered to their respective client, nor for
providing advice in relation to the Placing, the contents of this announcement
or any transaction, matter or arrangement referred to in this announcement.

Neither of the Managers nor any of their respective directors, officers,
employees, advisers or any of their respective affiliates accepts any
responsibility whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its accuracy,
completeness or verification or for any other information in connection with
the Selling Shareholder, the Company or its subsidiaries and/or the Placing,
and nothing in this announcement is or shall be relied upon as a promise or
representation in this respect, whether as to the past or the future. Each of
Jefferies and Peel Hunt accordingly disclaims to the fullest extent permitted
by law all and any responsibility and liability, whether arising in tort,
contract or otherwise, which it might otherwise have in respect of this
announcement and any such statement.

In connection with the offering of the Sale Shares, the Managers or any of
their respective affiliates may take up a portion of the Sale Shares as a
principal position and in that capacity may retain, purchase or sell for their
own accounts such Sale Shares and other securities of the Company or related
investments in connection with the Placing or otherwise. Accordingly,
references to the Sale Shares being offered, acquired, placed or otherwise
dealt in should be read as including any offer to, or acquisition, placing or
dealing by the Managers and any of their respective affiliates acting as an
investor for their own account. They do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIAKBBQKBKBBQB



            Copyright 2019 Regulatory News Service, all rights reserved