REG - Raspberry Pi Ltd. - Publication of Registration Document

Peel HuntAnnouncement

15/05/2024 13:45

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RNS Number : 5792O  Raspberry Pi Ltd.  15 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 (as defined 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 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.

 

 

15 May 2024

 

Raspberry Pi Ltd.

("Raspberry Pi")

 

Publication of Registration Document

 

Raspberry Pi, a leader in low-cost, high-performance computing, announces that
further to the publication this morning of its Expected Intention to Float
Announcement, the Registration Document has been approved by the FCA and is
now available for viewing at investors.raspberrypi.com
(http://investors.raspberrypi.com/) , subject to certain access restrictions.

A copy of the Registration Document will be uploaded to the National Storage
Mechanism and be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

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 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.

 

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.

 

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