Stabilisation Notice
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Jefferies International Limited (contact: Oliver Berwin; telephone: +44 20 7029 8964, Megan Gresham; telephone: +44 20 7548 4199) 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 O rdinary Share (the " Offer Price ") |
| 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.
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