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")
Announcement of Intention to Publish a Registration Document and Potential IPO on the Main Market of the London Stock Exchange
Raspberry Pi Ltd, a leader in low-cost, high-performance computing, announces that it is considering an initial public offering (the "IPO" or the "Offer") and that it intends to publish today a registration document (the "Registration Document"). The Company is considering applying for admission of its ordinary 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").
Raspberry Pi Highlights:
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Raspberry Pi is a leading designer and developer of high-performance, low-cost single board computers ("SBCs") and compute modules for industrial IoT customers and embedded uses, as well as for enthusiasts and educators, in markets worldwide.
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Raspberry Pi's standard product portfolio comprises SBCs, compute modules, complementary accessories, and semiconductors. Raspberry Pi also designs, develops, and procures the manufacture of custom hardware and software solutions for some of its largest OEM customers.
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Since Raspberry Pi began trading in 2012, it has sold over 60 million SBCs and compute modules, of which 7.4 million were sold in 2023.
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Raspberry Pi maintains close working relationships with world-class technology partners, including strategic shareholders Sony and Arm, leveraging their complementary capabilities in semiconductor intellectual property development, semiconductor and electronic product manufacturing, chip design on advanced process nodes, and radio frequency and power engineering.
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Raspberry Pi estimates that its current total addressable market ("TAM") is approximately $21.2 billion, reflecting a substantial opportunity for it to capitalise on and sustain its strong growth trajectory. Raspberry Pi's products are sold in three principal markets: the Industrial and Embedded market, which in 2023 accounted for 72 per cent of unit sales; the Enthusiast and Education market, which in 2023 accounted for 28 per cent of unit sales; and the semiconductor market, which Raspberry Pi entered in early 2021 with the launch of its first semiconductor product, the RP2040 microcontroller.
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Raspberry Pi products are available in over 70 countries around the world. Raspberry Pi employs a flexible hybrid distribution model under which it: (i) sells units directly to Raspberry Pi's global network of over 100 Approved Resellers, and to more than 500 OEM customers; and (ii) licenses Raspberry Pi's designs to a Licensee, Premier Farnell, which independently arranges for the manufacture and sale of certain Raspberry Pi products, in respect of which it pays a per-unit royalty to Raspberry Pi.
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Raspberry Pi is a subsidiary of the Raspberry Pi Foundation, a UK charity founded in 2008, with the goal of promoting interest in computer science among young people. Raspberry Pi has distributed approximately $50m in dividends to the Foundation since 2013, which has been used to advance its educational mission globally.
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Raspberry Pi has a strong track record of revenue growth and profitability. For the year ended 31 December 2023, revenues were $265.8 million, with gross profit of $66.0 million, and operating profit of $37.5 million, as well as adjusted EBITDA of $43.5 million.
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Raspberry Pi has a founder-led management team with an impressive industry track record and scale-up experience. Raspberry Pi is overseen by an exceptional Board, comprising individuals with substantial and relevant experience, with a clear focus on the highest standards of governance, the long-term success of Raspberry Pi, and value creation for all stakeholders.
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Raspberry Pi computers are more efficient to manufacture and consume less energy than legacy desktop and embedded PCs, using 90% less wastewater during printed circuit board ("PCB") manufacture, using 85% less casing plastic, consuming 90% less electricity; and emitting 98% less carbon in shipping.
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Following Admission, the Company expects to receive the London Stock Exchange's Green Economy Mark. The Green Economy Mark identifies companies and funds that derive 50 per cent. or more of revenues or 100 per cent. of business activity, if pre-revenue, from products and services that contribute to the global green economy. |
Eben Upton, CEO of Raspberry Pi, commented:
"When we released our first product in 2012, our goal was to provide a computer that was affordable enough for young people to own and explore with confidence, giving them the chance to discover computing and get excited about it. But from the very beginning we saw customers using our products in a staggering variety of applications across a broad swathe of markets, and as we recognised the potential for affordable technology to make a meaningful difference not just in education but in countless other contexts, the scale of our ambition grew. Twelve years later, we have sold over 60 million units in over 70 countries around the world.
A remarkable ecosystem of individuals and businesses has grown around Raspberry Pi, supporting both the enthusiast and industrial markets to innovate and succeed with our products. We're now seeing the former feed into the latter, as the first generation who encountered Raspberry Pi as young people take their experience with our technology into their professional careers, and today the industrial and embedded market accounts for 72% of units sold. Raspberry Pi's unique culture is driven by an exceptional team, dedicated to doing excellent work that pushes the boundaries of computing innovation. We build the products we want to use ourselves, and we're not easily satisfied.
For the Raspberry Pi Foundation, a patient and supportive shareholder, this IPO brings the opportunity to double down on their outstanding work to enable young people to realise their potential through the power of computing. We've hugely appreciated their support on our journey so far and are delighted that the Foundation will remain a major shareholder. Raspberry Pi enthusiasts will see the next phase of our development offer unprecedented opportunities for creativity and innovation. Our commitment to low-cost computing, a fundamental part of what is special about Raspberry Pi, is unchanged.
In an ever more connected world, the market for Raspberry Pi's high-performance, low-cost computing platforms continues to expand. We have the technology roadmap to play an increasingly significant role, and we are excited to embark on the next stage of our growth."
Potential Offer Highlights:
Should Raspberry Pi proceed with an IPO, the current expectation is that:
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The Company would be admitted to listing on the premium listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange.
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The Offer would be comprised of new Shares to be issued by the Company and existing shares to be sold by certain existing shareholders, including the Raspberry Pi Foundation, Raspberry Pi's existing majority shareholder.
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The Offer would 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").
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The Offer would also be made to Intermediaries using the Peel Hunt REX portal for distribution to retail investors in the United Kingdom (the "REX Intermediaries Offer").
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Any additional details in relation to the Offer, together with any changes to corporate governance arrangements would be disclosed in an Intention to Float ("ITF") announcement and/or the Prospectus, if and when published.
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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 in the event the Offer proceeds.
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Raspberry Pi intends to publish a registration document (the "Registration Document"), a copy of which will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at investors.raspberrypi.com , subject to certain access restrictions.
Access to supplemental information for bona-fide, unconnected research analysts: Information in relation to Raspberry Pi will be made available via a link to unconnected research analysts today. Please contact Richard Boult ( richard.boult@raspberrypi.com ), Chief Financial Officer for Raspberry Pi and Ian Newton ( ian.newton@raspberrypi.com ), Investment Advisor to Raspberry Pi if you are a research analyst and would like to receive access to the information.
Investment Highlights:
The Directors believe that Raspberry Pi benefits from a combination of competitive advantages, which position Raspberry Pi to continue its strong growth trajectory. In particular, the Directors believe that Raspberry Pi benefits from the following key strengths:
Exceptional brand awareness with a loyal community of millions of users
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With a twelve-year history of designing and developing high-performance, low-cost SBCs and compute modules, Raspberry Pi has developed an enviable reputation for value, performance, and quality, across both the Enthusiast and Education and Industrial and Embedded markets.
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In the Enthusiast and Education market, Raspberry Pi's SBC products have become the de facto standard for Linux-based embedded computing and have developed a passionate community following both online and offline.
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Raspberry Pi actively engages with community members through its website (50.6 million visitors in 2023), forums (378,033 members as of 1 May 2024) and social media (over 94.5k followers on Threads, over 344k followers on Instagram, over 401k followers on Facebook, over 154k subscribers on YouTube, and over 102k followers on LinkedIn, in each case as of the 1 May 2024), informing them about new hardware products, and Raspberry Pi's evolving software offering. Outside Raspberry Pi's own channels, as at the 1 May 2024, there were over 3.2 million members of the most popular Raspberry Pi subreddit on Reddit, and Google Scholar reported 203,300 academic papers containing the phrase "Raspberry Pi". |
Large Industrial and Embedded customer base, including over 1,300 OEMs
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The community of Raspberry Pi enthusiasts, while a significant market in its own right, has driven Raspberry Pi adoption in the Industrial and Embedded space over time, as community members, many of whom have careers in engineering fields, take Raspberry Pi products with them into their professional lives. As a result, the Industrial and Embedded market today accounts for most of Raspberry Pi's unit sales with over 72 per cent. of the 7.4 million SBCs and compute modules sold in 2023 being sold into the Industrial and Embedded market.
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Raspberry Pi's first-party support offering for Industrial and Embedded customers includes access to application engineering support, and to an automated Product Information Portal ("PIP"), where users can browse and download documents, reports, and change notices for all Raspberry Pi products.
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Industrial and Embedded users also have access to support programmes including "Powered By Raspberry Pi", which provides an opportunity for OEMs to promote their use of Raspberry Pi technology in their products; the "Raspberry Pi Integrator Programme", which offers support for OEMs taking their Raspberry Pi-based products through regulatory compliance; and a global network of Approved Design Partners, which provides OEMs with access to hourly-rate technical assistance from verified third-party consultants. |
An established full-stack engineering organisation, with capabilities spanning the entire value chain
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Raspberry Pi's research and development capabilities span the entire value chain, from semiconductor intellectual property development, through the design of finished semiconductor and electronic products, to software engineering and regulatory compliance.
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Raspberry Pi develops synthesisable semiconductor intellectual property. In addition to using this intellectual property in Raspberry Pi's own semiconductor devices, on occasion Raspberry Pi licenses it to suppliers, to enhance the functionality of the devices they sell to Raspberry Pi.
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Raspberry Pi develops finished semiconductor devices. Raspberry Pi Pico is built around its own microcontroller, RP2040, which was introduced in 2021, while Raspberry Pi 5 incorporates the RP1 I/O controller chip, which was introduced in 2023.
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Raspberry Pi develops the electronic design for all core Raspberry Pi products, and many Raspberry Pi branded accessories.
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At each level of the value chain, except for silicon fabrication and electronic product manufacturing, Raspberry Pi can choose between in-house and collaborative development on a case-by-case basis. Where Raspberry Pi chooses collaborative development, Raspberry Pi remains closely involved in the specification of the product and claims many of the full-system optimisation benefits that Raspberry Pi would obtain from an in-house design. |
High-performance, low-cost products providing superior functionality for a diverse range of applications
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Compared to its competitors' products, Raspberry Pi's SBCs benefit from a superior price/performance ratio, long-term availability, and long-term software support. These benefits are underpinned by unique, feature-rich and non-cloneable silicon (such as the RP1 I/O controller) that is unavailable to the broader market; by Raspberry Pi's various design support programs; and by a large and growing community of professional design engineers.
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Raspberry Pi's compute modules offer a broad range of compute capability, memory density and connectivity options, with all variants supported by Raspberry Pi's integrated software platform. |
Integrated software platform that enhances the value of Raspberry Pi's hardware and enables strong network effects
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Raspberry Pi hardware products are supported by extensive collateral, in the form of software and documentation. Raspberry Pi's integrated software platform comprises closed-source device firmware; a Linux kernel customised to run on Raspberry Pi's products; and Raspberry Pi OS, a mostly open-source but highly customised operating system derived from the popular Debian distribution.
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Raspberry Pi continues to support the earliest Raspberry Pi products, dating from 2012, with free software updates. Raspberry Pi can do this at minimal incremental cost because of its focus on evolutionary, rather than revolutionary, upgrades to Raspberry Pi's hardware platform; this enables Raspberry Pi to support all generations of Raspberry Pi hardware with a common firmware, kernel and operating system codebase, and a single software engineering team. Raspberry Pi's track record of long-term support, and of working with users to address bug reports and feature requests, has built trust among the OEM customer base, a strong community, and a rich ecosystem of third-party software, documentation, and other collateral.
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Raspberry Pi aims to be the preferred choice for OEMs seeking a compliant base platform for IoT development. In support of this aim, Raspberry Pi augments its platform with software solutions to common IoT challenges including security, manageability, and maintainability, leveraging security features present in the underlying hardware.
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Many recent products developed by Raspberry Pi's OEM customers leverage developments in artificial intelligence and machine learning techniques and technologies. Raspberry Pi's platforms natively support the numerous artificial intelligence and machine learning workloads which rely on small, sparse, or quantised models, or which run intermittently. For applications that do not fit within Raspberry Pi's native performance envelope, Raspberry Pi works with hardware accelerator partners including Google, Sony, and Hailo, and aspire to be the embedded host of choice for their accelerators. |
Flexible hybrid distribution channel model
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Raspberry Pi employs a flexible hybrid distribution channel model through which Raspberry Pi: (i) arranges for the manufacture of products and sells them to a global network of over 100 ARs, and over 500 of Raspberry Pi's largest OEMs; and (ii) licenses designs to a Licensee, which itself arranges for the manufacture and sale of Raspberry Pi's products, in respect of which it pays a per-unit royalty to Raspberry Pi. |
| Direct distribution channel |
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In the direct distribution channel, Raspberry Pi's network of 100 ARs provides a robust, distributed, order-taking and logistics capability. Ranging from global corporations (Mouser, DigiKey) to smaller but established companies (Silverline Electronics in India, CanaKit in Canada, Cytron in Malaysia), to start-ups which have grown up around the Raspberry Pi platform (Pimoroni in the UK, pi3g in Germany), this network provides Raspberry Pi with access to a vast global customer base across over 70 countries.
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Raspberry Pi also sells directly to over 500 OEMs. Raspberry Pi benefits from closer interaction with OEMs served via this route, which allows Raspberry Pi to learn more about these customers' needs, and to cross-sell other products and services, including custom products.
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| Licensee channel |
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Raspberry Pi's Licensee is a blue-chip global high-service electronic component distributor. In addition to reducing working capital requirements (as they fund their own production), they grant Raspberry Pi access to global business-to-business and business-to-consumer order-taking and logistics services, and to their large, established customer base. |
Decade-long track record of revenue growth and profitability at scale
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Raspberry Pi has a powerful growth strategy which has enabled a strong track record of revenue growth and profitability. In the years ended 31 December 2021, 2022, and 2023, the Group's revenue was $140.6 million, $187.9 million and $265.8 million, respectively. Gross profit was $41.9 million, $42.3 million and $66.0 million, respectively, and adjusted EBITDA was $25.7 million, $26.4 million and $43.5 million, respectively.
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Raspberry Pi's hybrid distribution model has allowed Raspberry Pi to balance working capital requirements against unit economics on a product-by-product basis. The direct distribution channel generates higher unit profit margins and allows Raspberry Pi to build closer relationships with end customers, but requires Raspberry Pi to fund inventory and receivables. Conversely, Raspberry Pi's partnership with its Licensee delivers a more intermediated customer relationship, and a smaller unit profit margin in the form of a royalty, but keeps working capital requirements to a minimum.
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Raspberry Pi believes that its approach of prudent and focused capital expenditure, coupled with limited use of external R&D resources, has allowed Raspberry Pi to control costs without sacrificing growth and innovation. |
Strong ESG credentials
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Raspberry Pi is a subsidiary of the Raspberry Pi Foundation, a UK charity, with a global mission to enable young people to realise their full potential through the power of computing and digital technologies. The Foundation achieves this mission through supporting schools with curriculum, classroom resources, and teacher professional development; with approximately 3.4 million curriculum resources downloaded between 2020 and 2023.
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The Foundation also supports two world-wide networks of free computing clubs for young people, Code Club and CoderDojo, organises a range of competitions, and works with youth and community organisations to broaden access to digital skills. To date, more than 2 million young people have participated in one of the Foundation's free coding clubs. The Foundation has a global reach with teams on the ground in the UK, Ireland, the United States, and India. It partners with non-profit organisations in over 50 countries.
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Since Raspberry Pi was incorporated in 2012, it has distributed approximately $50 million to the Foundation to support its educational activities. Raspberry Pi's commitment to low-cost computing also advances the Foundation's educational mission by enabling more schools and young people to access computers for teaching and learning.
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With effect from Admission, the Company will be party to a Relationship Agreement with the Foundation to ensure that the Company is able to operate independently of the Foundation. The Company intends to continue to maintain a close working relationship with the Foundation, subject to the terms of the Relationship Agreement. Raspberry Pi has also entered into a "low-cost computing commitment" with the Foundation, pursuant to which Raspberry Pi has agreed to make available a designated model of Raspberry Pi computer at a low cost (currently the 2GB variant of Raspberry Pi 4, at $45) to support the Foundation's educational mission.
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Following Admission, the Company expects to receive the London Stock Exchange's Green Economy Mark. The Green Economy Mark identifies companies and funds that derive 50 per cent. or more of revenues or 100 per cent. of business activity, if pre-revenue, from products and services that contribute to the global green economy.
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Raspberry Pi computers are more efficient to manufacture and consume less energy than legacy desktop and embedded PCs, using 90% less wastewater during printed circuit board ("PCB") manufacture, using 85% less casing plastic, consuming 90% less electricity; and emitting 98% less carbon in shipping. |
Seasoned, founder-led team with deep industry expertise
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Raspberry Pi has a highly experienced and dedicated management team with a proven track record of success. The management team collectively has over 150 years' experience, from the executives through the wider board to senior management. It is led by CEO Dr Eben Upton CBE, who founded the Foundation in 2008 and has over 25 years' experience in the technology industry, and CFO Richard Boult, who has over 35 years' experience.
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Raspberry Pi has recruited high quality non-executive board members with significant public market experience. Martin Hellawell, who chairs the Board, is the former chair and CEO of Softcat plc as well as chair of Gamma Communications plc and musicMagpie plc. He is joined by non-executive directors Sherry Coutu CBE, David Gammon, Rachel Izzard, Christopher Mairs CBE, and Dan Labbad.
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Raspberry Pi has a strong engineering team with deep experience and a wide range of capabilities. Since inception, Raspberry Pi has retained nearly 100 per cent. of the engineering talent that Raspberry Pi has hired. |
Growth Strategy:
Raspberry Pi's growth strategy is underpinned by three key pillars: growing unit sales, growing unit profit, and growing profit participation.
Grow unit sales
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Raspberry Pi estimates that its total addressable market in 2023 was approximately $21.2 billion.
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The Industrial and Embedded market had an addressable size of $16.3 billion in 2023, comprising the $11.6 billion SBC market (which is expected to grow at a CAGR of 10 per cent. between 2024 and 2027) and the $3.1 billion compute module market (which is expected to grow at a CAGR of 12 per cent. between 2024 and 2027) (source: VDC Report).
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As Raspberry Pi products offer high levels of performance, sell at a low price, are physically robust, and are available and supported over a long period of time, they are well suited to a wide range of Industrial and Embedded applications, including sensing, signage, edge computing and for use in IoT gateways. The Industrial and Embedded market now accounts for over half of unit sales and future growth. To service Industrial and Embedded customers, Raspberry Pi intends to continue to focus on product quality, working with its key manufacturing partner, Sony.
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In 2021, the Enthusiast and Education total addressable market size was estimated to be $4.9 billion. [1] This market is comprised of the relevant portions of the $29.0 billion global maker market and the $6.8 billion global STEM kit market.
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The Enthusiast and Education market is the "heart" of the Raspberry Pi movement. Customers use Raspberry Pi products to build passion projects, as low-cost auxiliary PCs or as primary PCs in cost-sensitive environments. To service Education and Enthusiast customers, Raspberry Pi aims to release new iterations of its core technology platform every three to four years, develop form-factor derivatives which better serve subsets of its customer base, and expand its range of first-party accessories, including cameras, displays, USB peripherals and HATs.
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Across both the Industrial and Embedded and Education and Enthusiast markets, there is scope for further geographic expansion. Raspberry Pi's largest markets are the United States, China, Germany, the UK, and India. Raspberry Pi intends to further grow these markets, and to focus on China and India in particular, via differentiated programs tailored to each market. Raspberry Pi also intends to continue to roll out the AR programme in sub-Saharan Africa, the Middle East and South America, and aim to address markets where Raspberry Pi has no local representation (notably Central Asia) in the longer term.
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Raspberry Pi intends to make targeted additional investments in its internal sales capacity, aimed at taking products into a broader range of formal education settings and further penetrating the design consultancy sector. Raspberry Pi will also seek to build out its account management team, thereby increasing the number of actively managed accounts and allowing Raspberry Pi to pursue large-volume OEM opportunities. In addition, Raspberry Pi will seek to further capitalise on the sales resources of its AR network. |
Grow unit profit
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In the near- to medium-term, Raspberry Pi will seek to grow unit profit principally by introducing product variants which better serve Raspberry Pi's customers' needs and can therefore be offered at higher ASPs.
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Semiconductors are a key component of Raspberry Pi's core products. A strategic priority is to bring the design of semiconductor intellectual property blocks and complete semiconductor devices in-house, delivering tuned feature sets, improved unit cost structure, guaranteed component availability, and protection against cloning. |
Grow profit participation
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Raspberry Pi intends to grow its unit profit participation and will seek to do this by (i) focusing on direct-to-AR and direct-to-OEM sales and (ii) expanding its custom products business.
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Sales through the direct distribution channel rose by 154 per cent. to $212 million in 2023 from $84 million in 2021, while royalties from the licensee channel fell by 67 per cent. to $9 million from $27 million over the same period. This shift had a net positive effect on total gross profit, which increased by 57 per cent. to $66 million in 2023, from $42 million in 2021, despite a decline in aggregate unit volumes driven by ongoing component shortages through the first quarter of 2023.
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Raspberry Pi will also seek to grow the Group's unit profit participation by increasing its custom products business, which it will seek to do by leveraging its direct-to-OEM customer base to source additional customisation opportunities. |
Next generation platform development
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Central to the continuity of Raspberry Pi's leadership position across its markets, and to its future growth, is the ability to develop next-generation technology platforms that embody Raspberry Pi's brand values of performance, price, quality, and ease of use.
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Raspberry Pi hardware products are supported by extensive collateral, in the form of software and documentation. This collateral is a key component of Raspberry Pi's moat against "workalike" hardware products offered by competitors.
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Accordingly, Raspberry Pi will continue to make substantial investments in the software that run on Raspberry Pi's hardware, deepening this moat over time. These investments are generally made at the lower levels of the software stack: on Linux-based devices, Raspberry Pi invests in the firmware and kernel, which mediate access to the hardware, and in selected low-level middleware components of the operating system (Raspberry Pi OS); and on microcontroller devices, Raspberry Pi invests in the software development kit (the Pico SDK) which provides a lightweight hardware abstraction and other low-level facilities. |
Prioritise the acquisition of engineering talent
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Raspberry Pi's talent acquisition strategy underpins both its current leadership position and future growth aspirations.
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This strategy has created a team with deep experience and a broad spread of capabilities. By offering stimulating work and a low-frustration environment, Raspberry Pi has been able to retain talent in the organisation, with a nearly 100 per cent retention of engineering talent since inception.
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Raspberry Pi believes that its strategy will sustain growth of the team through to a multiple of its current size, which supports the scale ambitions of the Group in the future. |
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 |
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| Joint Global Co-ordinators, Joint Sponsors and Joint Bookrunners |
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| Jefferies International Limited |
T: +44 (0)207 029 8000 |
| Sam Dean, Nandan Shinkre, Sam Barnett, Aditi Venkatram |
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| Peel Hunt LLP |
T: +44 (0)203 100 2000 |
| Neil Patel, Kate Bannatyne, Sohail Akbar, Jock Maxwell Macdonald |
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Further information on Raspberry Pi
Trading Information
Since 1 January 2024, the Group has continued to trade in line with the Directors' expectations. Following significant purchases in the last part of 2023 by customers, notably from Raspberry Pi's ARs and the Licensee, 2024 has seen expected volatility in their demand, and in the case of some channel participants and Raspberry Pi, this has led to higher than usual levels of inventory. The Directors expect this to normalise over the course of 2024, resulting in stronger results in the second half of the year than in the first half. With Raspberry Pi's ongoing investment in product development, driven by a growing team of experienced in-house engineers, complemented by third party consultants and the purchase of intellectual property, as well as a number of new product releases are planned for the second half of 2024 and beyond, providing confidence in Raspberry Pi's future.
Financial information
Consolidated income statement
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For the year ended 31 December |
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2021 |
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2022 |
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2023 |
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($'000) |
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| Revenue |
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140,587 |
|
187,859 |
|
265,797 |
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| Cost of sales |
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(98,670 |
) |
(145,579 |
) |
(199,842 |
) |
| Gross profit |
|
41,917 |
|
42,280 |
|
65,955 |
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| Administrative expenses |
|
(11,793 |
) |
(13,794 |
) |
(17,650 |
) |
| Research and development expenses |
|
(11,124 |
) |
(9,251 |
) |
(10,582 |
) |
| Foreign exchange (losses)/gains |
|
(272 |
) |
833 |
|
(191 |
) |
| Other operating income |
|
37 |
|
- |
|
- |
|
| Operating profit |
|
18,765 |
|
20,068 |
|
37,532 |
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| Finance income |
|
- |
|
49 |
|
1,443 |
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| Finance costs |
|
(292 |
) |
(29 |
) |
(779 |
) |
| Profit before taxation |
|
18,473 |
|
20,088 |
|
38,196 |
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| Taxation |
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(3,622 |
) |
(3,021 |
) |
(6,624 |
) |
| Profit for the year and total comprehensive income |
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14,851 |
|
17,067 |
|
31,572 |
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Consolidated statement of financial position
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As of 31 December |
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|
|
2021 |
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2022 |
|
2023 |
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|
|
|
($'000) |
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| ASSETS |
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| Non-current assets |
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|
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| Intangible assets |
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25,807 |
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35,535 |
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58,634 |
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| Property, plant and equipment |
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3,559 |
|
3,721 |
|
5,078 |
|
| Right of use assets |
|
1,679 |
|
1,387 |
|
6,719 |
|
| Other assets |
|
- |
|
- |
|
2,698 |
|
| Total non-current assets |
|
31,045 |
|
40,643 |
|
73,129 |
|
| Current assets |
|
|
|
|
|
|
|
| Inventories |
|
40,576 |
|
47,889 |
|
108,057 |
|
| Trade and other receivables |
|
20,734 |
|
26,027 |
|
39,760 |
|
| Cash and cash equivalents |
|
34,429 |
|
32,843 |
|
42,207 |
|
| Current tax asset |
|
|
|
|
|
2,201 |
|
| Total current assets |
|
95,739 |
|
106,759 |
|
192,225 |
|
| Total assets |
|
126,784 |
|
147,402 |
|
265,354 |
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
|
|
|
| Trade and other payables |
|
(22,543 |
) |
(26,494) |
|
(81,190 |
) |
| Provisions |
|
- |
|
- |
|
(445 |
) |
| Lease liabilities |
|
(165 |
) |
(263) |
|
(1,252 |
) |
| Current tax liability |
|
(390 |
) |
(762 |
) |
- |
|
| Total current liabilities |
|
(23,098 |
) |
(27,519 |
) |
(82,887 |
) |
| Non-current liabilities |
|
|
|
|
|
|
|
| Lease liabilities |
|
(1,951 |
) |
(1,359) |
|
(5,828 |
) |
| Deferred tax liabilities |
|
(6,214 |
) |
(7,673 |
) |
(10,244 |
) |
| Other long term liabilities |
|
- |
|
(3,700 |
) |
(6,425 |
) |
| Provisions |
|
- |
|
- |
|
(756 |
) |
| Total non-current liabilities |
|
(8,165 |
) |
(12,732) |
|
(23,253 |
) |
| Total liabilities |
|
(31,263 |
) |
(40,251 |
) |
(106,140 |
) |
| Net Assets |
|
95,521 |
|
107,151 |
|
159,214 |
|
| Equity |
|
|
|
|
|
|
|
| Share capital |
|
- |
|
- |
|
- |
|
| Share premium |
|
44,912 |
|
44,931 |
|
65,395 |
|
| Retained earnings |
|
48,892 |
|
60,914 |
|
92,486 |
|
| Share-based payment reserve |
|
1,717 |
|
1,306 |
|
1,333 |
|
| Total equity |
|
95,521 |
|
107,151 |
|
159,214 |
|
Summary consolidated statement of cash flows
|
|
|
For the year ended |
|
||||
|
|
|
2021 |
|
2022 |
|
2023 |
|
|
|
|
($'000) |
|
||||
| Net cash generated from operating activities |
|
510 |
|
14,339 |
|
16,485 |
|
| Net cash used in investing activities |
|
(7,380 |
) |
(10,745 |
) |
(23,098 |
) |
| Net cash generated from/(used in) financing activities |
|
40,249 |
|
(5,499 |
) |
15,837 |
|
| Net increase/(decrease) in cash and cash equivalents |
|
33,379 |
|
(1,905 |
) |
9,224 |
|
Non-IFRS Financial Data
| |
|
For the year ended 31 December |
|
||||
| |
|
2021 |
|
2022 |
|
2023 |
|
| |
|
(unaudited) |
|
||||
| Adjusted administrative expenses ($ millions)(1) |
|
7.9 |
|
9.6 |
|
14.6 |
|
| Adjusted EBITDA ($ millions)(2) |
|
25.7 |
|
26.4 |
|
43.5 |
|
| Adjusted EBITDA margin (%)(3) |
|
18 |
|
14 |
|
16 |
|
| Adjusted net income ($ millions)(4) |
|
17.9 |
|
18.3 |
|
31.1 |
|
| Adjusted net income margin (%)(5) |
|
13 |
|
10 |
|
12 |
|
| Adjusted operating profit ($ millions)(6) |
|
21.9 |
|
21.3 |
|
37.1 |
|
| Adjusted operating profit margin (%)(7) |
|
16 |
|
11 |
|
14 |
|
| Adjusted research and development expenses ($ millions)(8) |
|
8.1 |
|
7.1 |
|
7.7 |
|
| ASP of SBCs and compute modules ($)(9) |
|
37.7 |
|
38.1 |
|
40.6 |
|
| ASP of SBCs and compute modules sold via Licensees ($) |
|
49.7 |
|
52.1 |
|
62.7 |
|
| ASP of SBCs and compute modules sold via direct distribution channel ($) |
|
19.6 |
|
31.4 |
|
35.7 |
|
| Cash conversion (%)(10) |
|
9 |
|
63 |
|
54 |
|
| Unlevered free cash flow(11) |
|
(4.9 |
) |
6.0 |
|
0.5 |
|
| Unlevered free cash flow cash conversion (%)(12) |
|
(19 |
) |
23 |
|
1 |
|
| Unlevered free cash flow (post-tax)(13) |
|
(4.9 |
) |
6.0 |
|
(4.2) |
|
| Unlevered free cash flow (post-tax) cash conversion (%)(14) |
|
(19 |
) |
23 |
|
(10 |
) |
| Net working capital ($ millions)(15) |
|
39 |
|
47 |
|
70 |
|
| Unit gross profit per SBC and compute module ($)(16) |
|
4.1 |
|
6.2 |
|
8.6 |
|
| Unit gross profit margin per SBC and compute modules as a percentage of ASP(17) (%) |
|
11 |
|
16 |
|
21 |
|
| Accessory gross profit per SBC and compute module ($)(18) |
|
0.8 |
|
0.9 |
|
0.6 |
|
| Notes: |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) Adjusted administrative expenses are calculated as administrative expenses before depreciation and amortisation and excluding the impact of share-based payments and significant non-recurring items. The table below reconciles adjusted administrative expenses to administrative expenses for the years ended 31 December 2021, 2022 and 2023.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * Other exceptional costs and fees for other services as reporting accountant on financial or other information relate to costs incurred in respect of assurance and advisory costs for preparing the Group for further external investment. (2) Adjusted EBITDA is calculated as operating profit before interest, taxes, depreciation and amortisation and excluding the impact of share-based payment charges and material one-off items. The table below reconciles EBITDA and adjusted EBITDA to operating profit for the years ended 31 December 2021, 2022 and 2023. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| * Other exceptional costs and fees for other services as reporting accountant on financial or other information relate to costs incurred in respect of assurance and advisory costs for preparing the Group for further external investment. (3) Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by revenue. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) Adjusted net income is calculated as set out below. The table reconciles adjusted EBITDA to adjusted net income for the years ended 31 December 2021, 2022 and 2023. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5) Adjusted net income margin is calculated as adjusted net income divided by revenue. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (6) Adjusted operating profit is calculated as adjusted EBITDA less depreciation and amortisation. The table below reconciles adjusted operating profit to adjusted EBITDA for the years ended 31 December 2021, 2022 and 2023.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (7) Adjusted operating profit margin is calculated as adjusted operating profit divided by revenue. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (8) Adjusted research and development expenses is calculated as research and development expenses excluding the impact of share-based payment charges/credits in respect of research and development staff, depreciation and amortisation of research and development assets and RDEC. The table below reconciles adjusted research and development expenses to research and development expenses for the years ended 31 December 2021, 2022 and 2023.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (9) ASP of SBCs and compute modules is calculated by applying the MSRP to the number of SBCs and compute modules of each type sold and dividing by the total number of SBC and compute module units sold. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (10) Cash conversion is calculated as adjusted EBITDA less changes in working capital divided by adjusted EBITDA. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (11) Unlevered free cash flow is calculated as adjusted EBITDA less change in working capital less capital expenditure. (12) Unlevered free cash flow cash conversion is calculated as unlevered free cash flow divided by adjusted EBITDA. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (13) Unlevered free cash flow (post-tax) is calculated as unlevered free cash flow less taxation paid. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (14) Unlevered free cash flow (post-tax) cash conversion is calculated as unlevered free cash flow (post-tax) divided by adjusted EBITDA. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (15) Net working capital is calculated as inventories, prepayment, trade receivables and other receivables less accruals and deferred income, trade payables and other. The table below sets out the components of net working capital for the years ended 31 December 2021, 2022 and 2023.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (16) Unit gross profit per SBC and compute module is calculated as the gross profit arising from sales and/or royalties related to all SBCs and compute modules divided by the number of units of all SBCs and compute modules sold in the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (17) Unit gross profit margin per SBC and compute module as a percentage of ASP is calculated as the unit gross profit per SBC and compute module as divided by ASP. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (18) Accessory gross profit per SBC and compute module is calculated as the gross profit from the sale of, and royalties, from accessories divided by the total number of SBCs and compute modules sold. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operating Data
| |
|
For the year ended |
|
||||
| |
|
2021 |
|
2022 |
|
2023 |
|
| |
|
('000) |
|
||||
| SBC and compute module unit sales |
|
8,477 |
|
6,080 |
|
7,393 |
|
| SBCs and compute modules sold via direct distribution channel |
|
3,662 |
|
4,429 |
|
6,053 |
|
| SBCs and compute modules sold via Licensees |
|
4,815 |
|
1,651 |
|
1,340 |
|
| RP2040 unit sales |
|
1,706 |
|
4,324 |
|
3,146 |
|
| Average headcount over the period |
|
85 |
|
96 |
|
103 |
|
| Engineering headcount |
|
39 |
|
44 |
|
50 |
|
Financial and operational targets for the year ending 31 December 2024 and the medium term
Unit sales
For the year ending 31 December 2024, Raspberry Pi expects to sell approximately 8.4 million units across all products and channels.
In the medium term, Raspberry Pi expects that its I&E business will grow above the market trend, and when combined with the slower growth of the E&E market, Raspberry Pi expects a blended unit sales growth rate of 10 per cent. to 12 per cent. per year.
Unit gross profit per SBC and compute module
Due to the launch costs associated with Raspberry Pi 5, Raspberry Pi expects that unit gross profit per SBC and compute module for the year ending 31 December 2024 will be lower than for the year ended 31 December 2023.
In the year ending 31 December 2025, Raspberry Pi expects that unit gross profit per SBC and compute module will reflect the impact of higher prices for memory and lower prices for the next process step of the Broadcom 2712 SoC used in Raspberry Pi 5.
In the medium term, Raspberry Pi aims to grow unit gross profit per SBC and compute module through increased sales of custom products, more sales through the direct-to-OEM channel, and sales of higher value products.
Share of gross profit
The share of gross profit attributable to SBCs and compute modules has risen from 82 per cent. in the year ended 31 December 2021 to 96 per cent. in the year ended 31 December 2023, as the profit from SBCs and compute modules has grown faster than the profit from accessories and other items. For the year ending 31 December 2024, Raspberry Pi expects the share of gross profit attributable to SBCs and compute modules to drop slightly, to approximately 90 per cent.
For the year ending 31 December 2025, Raspberry Pi expects this ratio to further decrease, to between 80 per cent. and 90 per cent.
In the medium to long term, Raspberry Pi expects the share of gross profit attributable to microcontrollers and accessories will increase, due to the upside from more microcontroller sales and the upselling of accessories.
Share of unit sales through the direct distribution channel
Raspberry Pi has made a strategic decision to prioritise sales through the direct distribution channel. This has already resulted in the percentage of SBC and compute module sales through the direct distribution channel increasing from 43 per cent. in the year ended 31 December 2021 to 82 per cent. in the year ended 31 December 2023. Going forward, Raspberry Pi expects the percentage share of SBC and compute module unit sales through the direct distribution channel to be between 70 per cent. and 80 per cent.
Gross profit margin
For the year ending 31 December 2024, Raspberry Pi expects that its gross profit margin will remain flat year-on-year.
In the medium term, Raspberry Pi expects to see some gross profit margin uplift, driven by the continued transition to higher value direct-to-OEM accounts and by increasing sales of custom products.
Adjusted administrative expenses
Raspberry Pi expects that adjusted administrative expenses will increase to approximately $30 million for the year ending 31 December 2024, predominantly driven by an increase in headcount, salary increases of approximately 10 per cent. and approximately $2 million of ongoing public company-related costs.
In the medium term, Raspberry Pi expects that adjusted administrative expenses will increase by approximately 10 per cent. per year, reflecting salary inflation and modest annual increases in headcount.
Depreciation and amortisation
Raspberry Pi expects that depreciation and amortisation expenses will increase by approximately $10 million for the year ending 31 December 2024, driven by a step-up in amortisation due to Raspberry Pi 5 development costs.
In the medium term, Raspberry Pi expects to see an increase in depreciation and amortisation expenses of approximately $1 million to $2 million per year.
Effective tax rate
Raspberry Pi expects that its effective tax rate (current and deferred tax) going forward will be approximately 25 per cent.
Capital expenditure
For the year ending 31 December 2024, Raspberry Pi expects that capital expenditure will be approximately $20 million, reflecting the development of next-generation SBCs and compute modules and new microcontroller chips. The composition of this capital expenditure is not expected to materially change from prior years.
Raspberry Pi also expects that capital expenditure for the year ending 31 December 2025 will be approximately $20 million.
In the medium term, Raspberry Pi expects that capital expenditure will remain flat as a percentage of its gross profit.
Net working capital
Going forward, Raspberry Pi expects to see modestly elevated levels of inventory compared with 31 December 2023.
Board information
Martin Hellawell - Independent Non-Executive Chair
Martin joined the Existing Group in July 2019 as non-executive chair and was appointed to the Board of Directors on 29 July 2019.
He is chair of musicMagpie PLC and chair of Gamma Communications Plc, and was formerly senior independent director at Team17 PLC, both AIM listed organisations. He was also formerly chair of Softcat PLC, a leading FTSE 250 organisation.
Martin was previously managing director and then chief executive of Softcat between 2006 and 2018 and was chief executive when Softcat listed on the London Stock Exchange in 2015.
In his earlier career Martin spent 13 years at Computacenter plc, where he was responsible for the marketing function, ran Computacenter's French subsidiary and led acquisitions in the United Kingdom, Belgium and Germany. He was part of Computacenter's initial public offering team in 1998.
Martin has a BA degree in Management and French from Lancaster University.
Dr Eben Upton CBE - Chief Executive Officer and Founder
Dr Eben Upton CBE DFBCS FREng is a founder of the Foundation and serves as the CEO of the Group. He was elected to the Fellowship of the Royal Academy of Engineering in 2017, appointed a Distinguished Fellow of the British Computer Society in 2019, and elected an Honorary Fellow of St John's College, Cambridge in 2020. He was appointed Commander of the Order of the British Empire (CBE) for services to business and education in 2016. He was previously a Technical Director and Distinguished Engineer with fabless semiconductor company Broadcom, and co-founder and CTO of mobile games and middleware vendor Ideaworks3D. From 2004 to 2007 he held the post of Director of Studies for Computer Science at St John's College.
Eben holds a BA in Physics and Engineering, a Diploma in Computer Science, a PhD in Computer Science, and an MBA from the University of Cambridge. He is a member of the UK Semiconductor Advisory Panel and Prime Minister's Business Council.
Richard Boult - Chief Financial Officer
Richard joined the Existing Group as chief financial officer in October 2019 and was appointed to the Board of Directors on 4 October 2019.
He was previously the chief financial officer of Dovetail Games Limited, having previously served as the chief financial officer of Time Out Group plc at the time of its IPO and subsequently until March 2018. He was previously group finance director at BCA Marketplace plc, including at the time of its listing on the main market of the London Stock Exchange.
Prior to joining BCA Marketplace, Richard held a number of senior finance roles at both group and divisional levels in major listed companies, including Wolseley plc, Darty plc and 21st Century Fox Inc.
Richard holds an MA in Computer Science from the University of Cambridge and qualified as a Chartered Accountant with PricewaterhouseCoopers LLP in London.
Sherry Coutu CBE - Senior Independent Non-Executive Director
Sherry joined the Existing Group in December 2012 as a non-executive director and was appointed to the Board of Directors on 18 December 2012. She is a former trustee of the Foundation.
Sherry has 30 years of experience serving on the boards of companies, charities, government departments and universities, focusing on consumer digital, business information services, and education.
As an entrepreneur, Sherry founded Interactive Investor International plc, Founders4Schools, Digital Boost and the Scape-up Institute. She is a non-executive director at Pearson plc, the world's largest learning company where she chairs the remuneration committee and serves on the nomination and governance committees. Previous plc board experience includes RM plc where she was senior independent director, London Stock Exchange Group plc and Zoopla plc where she chaired the remuneration committees.
She was commissioned by the UK government to author the Scaleup Report on UK Economic Growth, was awarded a CBE for services to entrepreneurship, and has four honorary PhD's, one MSc in economics from the London School of Economics and an MBA from Harvard Business School.
David Gammon - Independent Non-Executive Director
David joined the Existing Group in September 2016 as a non-executive director and was appointed to the Board of Directors on 6 September 2016.
David has over 15 years' experience as an investment banker, having worked for Baring Securities, Salomon Brothers, Robert Fleming & Co, Challenger East and Credit Lyonnais. Since 2001, David has focused on developing, advising and investing in disruptive high growth technology companies. In 1988, David founded Rockspring, an advisory and investment firm, where he continues to be CEO today. In 2017, David was elected an Honorary Fellow of the Royal Academy of Engineering. David's previous experience includes advisory roles at Thought Machine Limited and Marshall of Cambridge Holdings Limited. He held non-executive directorships at DeepMind Technologies Limited, Accesso Technology Group plc, Ubisense Trading Limited, Amino Technologies plc, bGlobal plc, and was chairman of Frontier Developments plc and acting CFO at internet specialist Envisional Solutions Limited. David is also a non-executive chairman of Wild Hydrogen Limited and non-executive director of L'Escargot Sur Mer Limited. He acts as an adviser to IQ Capital Partners LLP and has been a member of the Access to Finance and Growth Capital Committee of the Scale Up Institute since 2015.
Rachel Izzard - Independent Non-Executive Director
Rachel joined the Existing Group in 2022 as a non-executive director and was appointed to the Board of Directors on 10 June 2022.
Since June 2023, Rachel has been the chief financial officer at the Co-op and is an executive director on the Co-op Group board.
Before joining the Co-op, Rachel was chief financial officer at N Brown PLC, the UK fashion digital retailer, with a previous 25 years of experience in airlines and logistics including as chief financial officer of Aer Lingus and chief financial officer at IAG Cargo, where she co-founded the business from the divisions of British Airways and Iberia, as well as a range of roles overseas in Sydney, Hong Kong and New York after starting out on the BA graduate programme.
Rachel holds an honours degree in Astrophysics from Birmingham University and is also a chartered management accountant.
Christopher Mairs CBE - Independent Non-Executive Director
Christopher joined the Existing Group in 2019 as a non-executive director. He was appointed to the Board of Directors on 22 March 2019.
Christopher is an angel investor focused on deep tech and a venture partner at Entrepreneur First. He is also chair of the Undo Carbon and a former trustee of the Foundation.
Christopher was a co-founder and chief technology officer of Metaswitch Networks, a cloud-based communications company backed by Sequoia Capital and Northgate Capital, which was acquired by Microsoft in May 2020. He was also chairman of Magic Pony Technology until it was acquired by Twitter in 2016.
Christopher is a Fellow of the Royal Academy of Engineering, an Honorary Fellow of Churchill College, Cambridge and was awarded a CBE in the 2014 New Year's Honours List.
Dan Labbad - Non-Executive Director
Dan joined the Existing Group in 2021 as a non-executive director and was appointed to the Board of Directors on 1 July 2021.
Since December 2019, Dan has been the Chief Executive and an executive board member at The Crown Estate. He is a former trustee of the Foundation.
Prior to The Crown Estate, Dan held a number of positions at the global property and infrastructure group Lendlease, including group chief operating officer and the dual roles of chief executive officer, international operations and chief executive officer, Europe to oversee the expansion of Lendlease's businesses in Europe, the Americas and Asia. Dan has previously served as a director of the Green Building Council of Australia and more recently as chairman of the UK Green Building Council. Dan holds a first class honours degree in Engineering (Civil) from the University of Technology Sydney and a Masters in Business Administration from the University of NSW.
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.
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.
[1] Source: "DIY by the numbers: Why the maker movement is here to stay". https://atmelcorporation.wordpress.com/tag/maker-movement-statistics/, as of 2021; "Maker Market Study: An in-depth profile of makers at the forefront of hardware innovation" https://cdn.makezine.com/make/bootstrap/img/etc/Maker-Market-Study.pdf, as of 2021
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