REG - Raspberry Pi Ltd. - Confirmed Intention to Float

Peel HuntAnnouncement

22/05/2024 08:15

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RNS Number : 3719P  Raspberry Pi Ltd.  22 May 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.

 

This announcement is an advertisement for the purposes of Rule 3.3 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, nor anything
contained in the registration document published by the Company (as defined
herein) on 15 May 2024 (the "Registration Document") 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 or the Registration Document except solely on the basis of the
information contained in a prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, that may be published by Raspberry Pi ListCo Limited
(the "Company" and, together with its subsidiaries, "the Group"), to be
re-registered as a public limited company with the name Raspberry Pi Holdings
plc prior to Admission (as defined below), in due course in connection with a
possible offer (the "Global Offer") of ordinary shares in the Company (the
"Ordinary Shares") and the possible 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 any Prospectus published
by the Company will, if published, be available for inspection on the
Company's website at www.raspberrypi.com, subject to certain access
restrictions.

 

22 May 2024

Raspberry Pi Ltd.

("Raspberry Pi")

Confirmation of Intention to Float on the London Stock Exchange

Following the announcement by Raspberry Pi on 15 May 2024 of its expected
intention to float, Raspberry Pi today confirms its intention to undertake an
initial public offering (the "IPO" or the "Offer") and certain details of the
Offer.

 

The Company intends to apply for admission of its ordinary shares (the
"Shares") to the premium listing segment of the Official List of the FCA and
to trading on the Main Market of the London Stock Exchange ("Admission") which
is currently expected to occur in June 2024.

 

Confirmation of Offer Details:

 

 ·             The Offer will be comprised of (i) existing shares to be sold by certain
               shareholders, including Raspberry Pi Mid Co Limited, a wholly owned subsidiary
               of the Raspberry Pi Foundation, Raspberry Pi's existing majority shareholder
               (the "Principal Shareholder"), and (ii) new shares to be issued by the Company
               to raise $40 million, the net proceeds of which will be used by the Company
               for engineering capital expenditure, to enhance its supply chain resilience
               and for other general corporate purposes.

 ·             On 21 May 2024, the Principal Shareholder and the Company entered into
               separate cornerstone investment agreements with two of the Raspberry Pi's
               existing shareholders, Arm Technology Investments 2 Limited ("Arm") and
               Lansdowne Partners (UK) LLP (acting for and on behalf of certain of its funds)
               ("Lansdowne"). Pursuant to the terms of their respective agreements, Arm has
               agreed to purchase $35 million of Shares in the IPO and Lansdowne has agreed
               to purchase up to a maximum of $20 million of Shares in the IPO, in each case
               subject to customary conditions.

 ·             The Offer will be a targeted offering to institutional investors outside of
               the United States pursuant to Regulation S and to QIBs in the United States
               pursuant to Rule 144A under the United States Securities Act of 1933 (the
               "Securities Act") (the "Institutional Offer").

 ·             The Offer will also be made to Intermediaries using the Peel Hunt REX portal
               for distribution to retail investors in the United Kingdom (the "REX
               Intermediaries Offer").

 ·             It is expected that Shares representing up to 10% of the Ordinary Shares to be
               sold by the Principal Shareholder will be made available pursuant to an
               over-allotment option.

 ·             Immediately following Admission, the Company expects that it would be eligible
               for inclusion in the FTSE UK indices.

 ·             In connection to the Offer, each of the Company, Directors and the Principal
               Shareholder are expected to agree to customary lock-up arrangements
               restricting the disposal of Shares after Admission for a period of 180, 365
               and 360 days respectively.

 ·             Any additional details in relation to the Offer, together with any changes to
               corporate governance arrangements will be disclosed in the Prospectus.

 ·             The Company has engaged Jefferies International Limited ("Jefferies") and Peel
               Hunt LLP ("Peel Hunt") as the Joint Global Co-ordinators, Joint Sponsors and
               Joint Bookrunners.

 

 

Paul Williamson, Senior Vice President and General Manager, IoT Line of
Business, at Arm, commented:

 

"With a shared vision to lower barriers to innovation and make computing
accessible for everyone, Arm and Raspberry Pi are natural collaborators - and
as demand for more compute and AI at the edge grows, Raspberry Pi's solutions
will continue to drive the adoption of high-performance IoT devices. Following
our strategic investment in the business last year, we look forward to
increasing our stake as Raspberry Pi steps into this new exciting chapter."

 

Peter Davies, Partner & Head of Developed Markets Strategy at Lansdowne
Partners, said:

 

"We are delighted to continue to support Raspberry Pi in its IPO. Since our
initial investment three years ago, we have been incredibly impressed by the
team and everything they have achieved with the business, and we are very
excited about both the commercial and social impact they can continue to
deliver in the future."

 

Martin Hellawell, Non-Executive Chair of Raspberry Pi, commented:

 

"We are delighted to confirm our intention to float on the London Stock
Exchange, underscoring our confidence in the UK as the home for innovative and
growing global businesses. Raspberry Pi is a British computing success story,
and this marks the next stage in the evolution of the company. Through the
team's dedication to excellence in high-performance, low-cost, general-purpose
computing, Raspberry Pi has been transforming the global computing landscape
since its first product was launched in 2012, successfully marrying a social
agenda with commercial focus. The company's strong financial track record has
enabled it to distribute $50m to the Raspberry Pi Foundation to further their
global educational mission, while providing affordable and exceptionally
versatile computing platforms to support innovation by countless professional
design engineers and Raspberry Pi enthusiasts around the world. We greatly
appreciate the long-term support of our cornerstone investors, Arm and
Lansdowne, and look forward to widening our shareholder base as we take the
next steps in our journey."

 

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)203 100 2000
 Neil Patel, Kate Bannatyne, Sohail Akbar, Jock Maxwell Macdonald

 

 

IMPORTANT LEGAL INFORMATION

 

The contents of this announcement, which has been prepared by and is the sole
responsibility of Raspberry Pi Limited ("Raspberry Pi"), has been approved by
Peel Hunt LLP ("Peel Hunt") solely for the purposes of section 21(2)(b) of
FSMA (as amended).

 

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 possible Global Offer should be made
solely on the basis of information contained in the Prospectus which may be
issued by the Company in connection with the Global Offer. 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, if published. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. Neither this
announcement, nor anything contained in the Registration Document, shall
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 Group may decide not to go ahead with the possible Global Offer and there
is therefore no guarantee that a Prospectus will be published, the Global
Offer will be made or 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. Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer. The value of shares
can decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of a possible offer for the person
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 possible 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 possible 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
possible 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 possible Global
Offer by any of their affiliates based in the EEA.

 

In connection with the possible 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 possible Global Offer.

 

In connection with the possible 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 possible 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
possible 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 possible 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.

 

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estimated (and accordingly, approximate) and should be treated with caution.
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Group ascertained the underlying economic assumptions relied upon therein.

 

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