Stabilisation Notice

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: [phone], Megan Gresham; telephone: [phone]) 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: Places where stabilisation may be undertaken: Security identifier:	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. Turquoise, BATS and Chi-X 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 Delegated Regulation (EU) 2016/1052):	Jefferies International Limited, 100 Bishopsgate, London, EC2N 4JL Contact:            Oliver Berwin; telephone: [phone]                         Megan Gresham; telephone: [phone]
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.

 

END