REG - Peel Hunt LLP Raspberry Pi Hldgs - Proposed Secondary Placing in Raspberry Pi

Raspberry PI HoldingsAnnouncement

22/04/2026 17:00

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RNS Number : 5464B  Peel Hunt LLP  22 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.

 

PROPOSED OFFERING OF EXISTING SHARES IN RASPBERRY PI HOLDINGS PLC

22 April 2026

The Raspberry Pi Foundation (the "Selling Shareholder") today announces that
it intends to sell ordinary shares (the "Sale Shares") of Raspberry Pi
Holdings plc (the "Company") which in aggregate represent approximately 5% of
the Company's outstanding common shares ("Shares").

The Sale Shares will be offered by way of an accelerated bookbuild process
(the "Placing"), which will be launched immediately following this
announcement, and will be made available to eligible institutional investors.
Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"
and together with Jefferies, the "Managers") are acting as Joint Global
Coordinators and Joint Bookrunners, in connection with the Placing.

Arm Technology Investments 2 Limited, a strategic shareholder of the Company,
has indicated their commitment to participate significantly in the
Transaction.

The timing for the close of the bookbuild process is at the absolute
discretion of the Managers. The final number and allocation of Sale Shares
will be agreed by the Selling Shareholder and the Managers at the close of the
bookbuild and the result will be announced as soon as practicable thereafter.

The Company is not party to the Placing and will not receive any proceeds from
the Placing.

The Selling Shareholder currently holds Shares representing in aggregate
approximately 46.64% of the Company's outstanding Shares. Following completion
of the Placing, the remaining Shares held by the Selling Shareholder will be
subject to a 365-day lock-up, subject to customary exceptions.

The Placing is being made to institutional investors outside the United States
in accordance with Regulation S of the US Securities Act of 1933, as amended
(the "US Securities Act") and to qualified institutional buyers ("QIBs") in
the United States within the meaning of, and pursuant to, Rule 144A under the
US Securities Act.

This announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this announcement. Persons choosing to participate in the Placing,
by making an oral or written offer to acquire Sale Shares, will be deemed to
have read and understood this announcement (including the "Important Notices"
section of this announcement).

 

 

 

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.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed. The Selling Shareholder reserves the
right not to proceed with the Placing or to vary the terms of the Placing in
any way.

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 announcement does not constitute a recommendation concerning a possible
offer. The value of the Sale Shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned.

 

 

 

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