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.
This announcement is an
advertisement for the purposes of the Prospectus Regulation Rules
of the Financial Conduct Authority (the "FCA") made under section
73A of the Financial Services and Markets Act 2000 (the "FSMA") and
is not a prospectus nor an offer of securities for sale in any
jurisdiction, including in or into the United States, Canada,
Australia, South Africa or Japan.
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") today in connection with the offer (the
"Global Offer") of ordinary shares in the Company (the "Ordinary
Shares") and the proposed 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 will, if published, be available for
inspection on the Company's website at www.raspberrypi.com, subject
to certain access restrictions.
11 June 2024
Raspberry Pi Holdings
plc
Approval and Publication of
Prospectus
Following the Announcement of Offer
Price published on 11 June 2024 in connection with its initial
public offering (the "Offer"), Raspberry Pi confirms that the
Prospectus has been approved by the FCA and has been published by
the Company today.
Details of the Offer are set out in
the Prospectus, which will shortly be available on the Company's
website at https://investors.raspberrypi.com/ipo,
subject to certain access restrictions.
A copy of the Prospectus will be
uploaded to the National Storage Mechanism and will be available
for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
It is expected that Admission will
become effective and that unconditional dealings will commence at
8.00 am (UK time) on 14 June 2024.
For more information, please
contact:
Alma Strategic Communications (Public Relations adviser to
Raspberry Pi)
|
T: +44 (0)203 405 0205
|
Josh Royston, Caroline Forde, Hannah
Campbell
Andy Bryant (Investor
Relations)
|
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)203 100
2000
|
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.
This announcement may include
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "targets,
"anticipates", "expects", "intends", "may", "will", "forecast" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These statements
reflect beliefs of the directors of Raspberry Pi (the "Directors")
(including based on their expectations arising from pursuit of the
Group's strategy) as well as assumptions made by the Directors and
information currently available to the Group. Although the
Directors consider that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements reflect the
Group's current view with respect to future events and involve
known and unknown risks, uncertainties, assumptions and other
factors that may cause the Group's actual financial position,
results of operations, cash flows, liquidity, prospects, growth or
strategies to be materially different from any future such metric
expressed or implied by such statements. Past performance cannot be
relied upon as a guide to future performance and should not be
taken as a representation that trends or activities underlying past
performance will continue in the future. Forward-looking statements
speak only as of the date they are made. Forward-looking statements
may and often do differ materially from actual results. No
representation is made that any of these statements or forecasts
will come to pass or that any forecast results will be
achieved.
In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur or the Company's or the Group's actual
results, performance or achievements might be materially different
from the expected results, performance or achievements expressed or
implied by such forward-looking statements. Each of Jefferies
International Limited ("Jefferies" and together with Peel Hunt, the
"Banks"), Peel Hunt, the Company or any member of the Group, or any
of such person's affiliates or their respective directors,
officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such
forward-looking statement or any other information contained in
this announcement, whether as a result of new information, future
developments or otherwise, except to the extent required by
applicable law. You are therefore cautioned not to place any undue
reliance on such forward-looking statements. In addition, even if
the results of operations, financial condition and liquidity of the
Group, and the development of the industry in which the Group
operates are consistent with the forward-looking statements set out
in this announcement, those results or developments may not be
indicative of results or developments in subsequent periods. No
statement in this announcement is intended to be a profit
forecast.
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.
The date of Admission may be
influenced by a variety of factors which include market conditions.
There is no guarantee that Admission will occur. 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 and Peel Hunt 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 30th 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.
Certain data in this announcement,
including financial, statistical, and operating information has
been rounded. As a result of the rounding, the totals of data
presented in this announcement may vary slightly from the actual
arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100 per cent.
Unless otherwise indicated, market,
industry and competitive position data are estimated (and
accordingly, approximate) and should be treated with caution. Such
information has not been audited or independently verified, nor has
the Group ascertained the underlying economic assumptions relied
upon therein.
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.
UK Product Governance
Requirements
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares have been subject to a product approval process, which has
determined that the Ordinary Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment,
"distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Ordinary Shares
may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to any
contractual, legal or regulatory selling restrictions in relation
to the Offer. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, the Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the UK Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A respectively
of the FCA Handbook Conduct of Business Sourcebook; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution
channels.
EU Product Governance
Requirements
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any 'manufacturer'
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Ordinary Shares have
been subject to a product approval process, which has determined
that the Ordinary Shares are: (i) compatible with an end target
market of retail clients and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "EU Target
Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the
Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income
and no capital protection; and an investment in the Ordinary Shares
is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom. The EU Target Market Assessment is without prejudice to
any contractual, legal or regulatory selling restrictions in
relation to the Offer. Furthermore, it is noted that,
notwithstanding the EU Target Market Assessment, the Banks will
only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the EU
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Ordinary Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Ordinary Shares and determining appropriate distribution
channels.