REG - Raspberry Pi Hldgs - Admission to trading on the London Stock Exchange

Raspberry PI HoldingsAnnouncement

14/06/2024 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240614:nRSN4055Sa&default-theme=true

RNS Number : 4055S  Raspberry Pi Holdings PLC  14 June 2024

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

 Jefferies International Limited                                           T:  +44 (0)207 029 8000
 Sam Dean, Sam Barnett, Nandan Shinkre, Aditi Venkatram

 Peel Hunt LLP                                                             T:  +44 (0) 207 418 8900
 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 30(th) 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.

 

 

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  LISKZGMVGFVGDZZ