Raspberry Pi Regulatory News (RPI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

PROPOSED OFFERING OF EXISTING SHARES IN RASPBERRY PI HOLDINGS PLC

22 April 2026

The Raspberry Pi Foundation (the "Selling Shareholder") today announces that it intends to sell ordinary shares (the "Sale Shares") of Raspberry Pi Holdings plc (the "Company") which in aggregate represent approximately 5% of the Company's outstanding common shares ("Shares").

The Sale Shares will be offered by way of an accelerated bookbuild process (the "Placing"), which will be launched immediately following this announcement, and will be made available to eligible institutional investors. Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt" and together with Jefferies, the "Managers") are acting as Joint Global Coordinators and Joint Bookrunners, in connection with the Placing.

Arm Technology Investments 2 Limited, a strategic shareholder of the Company, has indicated their commitment to participate significantly in the Transaction.

The timing for the close of the bookbuild process is at the absolute discretion of the Managers. The final number and allocation of Sale Shares will be agreed by the Selling Shareholder and the Managers at the close of the bookbuild and the result will be announced as soon as practicable thereafter.

The Company is not party to the Placing and will not receive any proceeds from the Placing.

The Selling Shareholder currently holds Shares representing in aggregate approximately 46.64% of the Company's outstanding Shares. Following completion of the Placing, the remaining Shares held by the Selling Shareholder will be subject to a 365-day lock-up, subject to customary exceptions.

The Placing is being made to institutional investors outside the United States in accordance with Regulation S of the US Securities Act of 1933, as amended (the "US Securities Act") and to qualified institutional buyers ("QIBs") in the United States within the meaning of, and pursuant to, Rule 144A under the US Securities Act.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement. Persons choosing to participate in the Placing, by making an oral or written offer to acquire Sale Shares, will be deemed to have read and understood this announcement (including the "Important Notices" section of this announcement).

Enquiries

Jefferies International Limited +44 20 7029 8000

(Joint Global Coordinator and Joint Bookrunner)

Sam Dean / Aditi Venkatram / Sam Barnett

Oliver Berwin / Megan Gresham

Peel Hunt LLP +44 (0) 20 7418 8900

(Joint Global Coordinator and Joint Bookrunner)

Neil Patel / Kate Bannatyne / Alice Lane

Sohail Akbar / Nicolas Wilks 

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), SOUTH AFRICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is only addressed to and directed at specific addressees who: (A) if in a member state of the European Economic Area ("EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors" and the "Prospectus Regulation", respectively); (B) if in the United Kingdom, are: "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 who are (i) persons who have 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) persons who fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (C) are persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons").

This announcement must not be acted or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In addition, this announcement is not being distributed, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, South Africa, Australia, Canada or Japan, or in any other jurisdiction in which such an offer or solicitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

This announcement does not represent the announcement of a definitive agreement to proceed with the Placing and, accordingly, there can be no certainty that the Placing will proceed. The Selling Shareholder reserves the right not to proceed with the Placing or to vary the terms of the Placing in any way.

The Sale Shares are not being made available to the public and none of the Sale Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Sale Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

The distribution of this announcement and the offering or sale of the Sale Shares in certain jurisdictions may be restricted by law. No action has been, or will be, taken by the Company, the Selling Shareholder or the Managers or any of their respective affiliates that would, or which is intended to, permit a public offer of the Sale Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Sale Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholder or the Managers to inform themselves about and to observe any applicable restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any ‎such jurisdiction.‎

The Sales Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, absent registration with the US Securities Exchange Commission or except pursuant to an exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

The Sale Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy the Sale Shares must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Selling Shareholder or the Managers or any of their respective affiliates, who each expressly disclaim any liability for such 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 for any purpose on the information contained in this announcement or its accuracy or completeness.

Jefferies International Limited and Peel Hunt LLP are authorised and regulated by the Financial Conduct Authority in the United Kingdom. The Managers are acting exclusively for the Selling Shareholder in connection with the Placing and will not be responsible to anyone other than Selling Shareholder for providing the protections offered to their respective client, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, matter or arrangement referred to in this announcement.

Neither of the Managers nor any of their respective directors, officers, employees, advisers or any of their respective affiliates accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other information in connection with the Selling Shareholder, the Company or its subsidiaries and/or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Jefferies and Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.

In connection with the offering of the Sale Shares, the Managers or any of their respective affiliates may take up a portion of the Sale Shares as a principal position and in that capacity may retain, purchase or sell for their own accounts such Sale Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the Sale Shares being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by the Managers and any of their respective affiliates acting as an investor for their own account. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

This announcement does not constitute a recommendation concerning a possible offer. The value of the Sale Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.