NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
THAT JURISDICTION
FOR IMMEDIATE
RELEASE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 June
2024
RECOMMENDED CASH
ACQUISITION
of
Darktrace plc
by
Luke Bidco Limited
(a newly-formed company indirectly
wholly-owned by funds managed and/or advised by Thoma Bravo,
L.P.)
to be implemented by means of a scheme
of arrangement
under Part 26 of the Companies Act
2006
On 26 April 2024, the boards of directors of
Luke Bidco Limited ("Bidco") and Darktrace plc
("Darktrace") announced
that they had reached agreement on the terms and conditions of a
recommended all cash acquisition by Bidco of the entire issued, and
to be issued, ordinary share capital of Darktrace (the
"Acquisition").
The Acquisition is being implemented by way of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006. The scheme document containing the full terms
and conditions of the Acquisition was published or made available
to Scheme Shareholders on 23 May 2024 (the "Scheme Document").
Terms defined in the Scheme Document have,
unless otherwise defined, the same meanings in this
announcement.
Results of
Court Meeting and General Meeting
Darktrace and Bidco are pleased to announce
that the Court Meeting to consider and, if thought fit, approve the
Scheme and the General Meeting to consider, and if thought fit,
pass the Special Resolution relating to the Acquisition were each
held today and:
· the
requisite majority of eligible Scheme Shareholders voted (either in
person or by proxy) to approve the Scheme at the Court Meeting;
and
· the
requisite majority of eligible Darktrace Shareholders voted (either
in person or by proxy) to pass the Special Resolution to, among
other things, implement the Scheme and amend Darktrace's articles
of association at the General Meeting.
Details of the resolutions passed are set out
in the Notice of Court Meeting and Notice of General Meeting
contained in Parts X and XI (respectively) of the Scheme
Document.
Commenting on the results of the Court Meeting
and General Meeting, Poppy Gustafsson OBE, the CEO of Darktrace,
said:
"We are
pleased that our shareholders have overwhelmingly voted in favour
of Thoma Bravo's offer to acquire Darktrace. While the deal remains
subject to regulatory approvals, this is a significant milestone in
the next chapter for Darktrace as we continue our exciting growth
story from British technology start up to a global cybersecurity
leader. From our headquarters in Cambridge, we are building
innovative AI-powered cyber security products that prevent and
defend against cybercrime in an era of accelerating
threats.
Thoma Bravo
is the perfect partner for Darktrace. They have deep sector
experience and a compelling track-record in helping to scale and
mature software businesses. They share our ambitions for growth,
and we are excited about the possibility of partnering with them to
capitalise on the many opportunities ahead."
Voting results
of the Court Meeting
The table below sets out the results of the
poll at the Court Meeting. Each Scheme Shareholder present (in
person or by proxy) was entitled to one vote per Scheme Share held
at the Voting Record Time.
|
No.
of Scheme Shareholders who voted *
|
%
of Scheme Shareholders who voted **
|
No.
of Scheme Shares voted
|
%
of Scheme Shares voted **
|
No.
of Scheme Shares voted as a % of the issued ordinary share
capital**
|
FOR
|
81
|
86.17%
|
455,243,998
|
99.55%
|
65.00%
|
AGAINST
|
13
|
13.83%
|
2,043,306
|
0.45%
|
0.29%
|
TOTAL
|
86
|
100.00%
|
457,287,304
|
100.00%
|
65.29%
|
*
The number of Scheme Shareholders voting "for" and "against" the
Scheme exceeds the total number of Scheme Shareholders who voted,
as 8 Scheme Shareholders cast votes for the Scheme in respect of
part of their holding of Scheme Shares and against the Scheme in
respect of another part of their holding of Scheme
Shares.
**
All percentages have been rounded to the nearest two decimal
places.
Voting results
of the General Meeting
The table below sets out the results of the
poll at the General Meeting. Each Darktrace Shareholder present (in
person or by proxy) was entitled to one vote per Darktrace Share
held at the Voting Record Time.
|
FOR
|
AGAINST
|
TOTAL
|
WITHHELD**
|
Special Resolution
|
No.
of Darktrace Shares voted
|
%
of Darktrace Shares voted*
|
No.
of Darktrace Shares voted
|
%
of Darktrace Shares voted*
|
No.
of Darktrace Shares voted
|
No.
of Darktrace Shares
|
Approval of the implementation of the Scheme, including the
amendment of Darktrace's Articles
|
467,324,902
|
99.57%
|
2,037,993
|
0.43%
|
469,362,895
|
109,558
|
*
All percentages have been rounded to the nearest two decimal
places.
**
A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the
resolution.
The total number of Darktrace Shares in issue
at the Voting Record Time was 703,683,540 of which 3,287,469 were
held in treasury. Consequently, the total number of voting rights
in Darktrace at the Voting Record Time was 700,396,071.
In accordance with Listing Rule 9.6.2R, a copy
of the Special Resolution passed at the General Meeting will
shortly be submitted to the National Storage Mechanism and will be
available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Next steps and
timetable
The outcome of today's Meetings means that
Conditions 2(a) and 2(b) (as set out in Part III of the Scheme
Document) have been satisfied.
The hearing of the Court to sanction the Scheme
is currently expected to be held in the third or fourth quarter of
2024, subject to the prior satisfaction or waiver of the other
Conditions set out in the Scheme Document. If the Scheme receives
the sanction of the Court at that time, the Scheme is expected to
become effective in the third or fourth quarter of 2024.
The expected timetable of principal events for
the implementation of the Scheme remains as set out on pages 12 and
13 of the Scheme Document. The dates are indicative only and are
subject to change. If any of the key dates set out in the timetable
change, Darktrace will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on Darktrace's website at https://ir.darktrace.com/.
Enquiries
Darktrace
via Headland
|
+44 (0)20 3805 4852
|
Jefferies
(Joint Financial Adviser and Corporate Broker to
Darktrace)
Philip Yates
Dominic Lester
Nandan Shinkre
Paul Bundred
|
+44 (0)20 7029 8000
|
Qatalyst
Partners (Joint Financial Adviser to
Darktrace)
Peter Spofforth
Jason DiLullo
|
+44 (0)20 3700 8820
|
Berenberg
(Corporate Broker and Connected Adviser to
Darktrace)
Ben Wright
Mark Whitmore
Miles Cox
Milo Bonser
|
+44 (0)20 3207 7800
|
Headland (PR
Adviser to Darktrace)
Nigel Prideaux
Henry Wallers
|
+44 (0)20 3805 4852
+44 (0)20 3805 4839
|
Thoma
Bravo
Megan Frank, Head of Communications and
Marketing
|
via FGS Global
|
Goldman Sachs
(Financial Adviser to Thoma Bravo and Bidco)
|
+44 (0)20 7774 1000
|
Mark Sorrell
Nicholas van den Arend
Chris Emmerson
Cara Pazdon
|
|
FGS Global (PR
Adviser to Thoma Bravo and Bidco)
Faeth Birch
Sophie Scott
Alastair Elwen
Amanda Healy
|
+44 (0)207 251 3801
|
Latham & Watkins (London) LLP is acting as
legal adviser to Darktrace.
Kirkland & Ellis International LLP is
acting as legal adviser to Bidco and Thoma Bravo.
Important notices relating to financial
advisers
Goldman Sachs
International, which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, and Goldman Sachs & Co.
LLC (together, "Goldman
Sachs") are acting exclusively for Bidco and Thoma Bravo as
financial advisers and no one else in connection with the
Acquisition and other matters set out in this announcement and will
not be responsible to anyone other than Bidco and Thoma Bravo for
providing the protections afforded to clients of Goldman Sachs, nor
for providing advice in connection with the Acquisition, the
content of this announcement or any matter referred to herein.
Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Goldman Sachs in connection with this
announcement, any statement contained herein or
otherwise.
Jefferies
International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser to Darktrace and no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than Darktrace for providing the
protections afforded to clients of Jefferies nor for providing
advice in relation to the matters set out in this announcement.
Neither Jefferies nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Jefferies in connection with
this announcement, any statement contained herein or
otherwise.
Qatalyst
Partners Limited ("Qatalyst
Partners"), which is authorised in the UK by the FCA, is
acting exclusively as financial adviser to Darktrace and no one
else in connection with the Acquisition and will not be acting for
any other person and will not be responsible to any person other
than Darktrace for providing the protections afforded to clients of
Qatalyst Partners or for advising any other person in respect of
the matters referred to in this announcement. No representation or
warranty, express or implied, is made by Qatalyst Partners as to
the contents of this announcement.
Joh.
Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the
German Federal Financial Supervisory Authority and is authorised
and subject to limited regulation by the FCA in the United Kingdom,
is acting exclusively as a corporate broker and a connected adviser
to Darktrace and no one else in connection with the Acquisition and
will not be responsible to anyone other than Darktrace for
providing the protections afforded to clients of Berenberg nor for
providing advice in relation to the Acquisition or any other
matters referred to in this announcement. Neither Berenberg nor any
of its affiliates owes or accepts any duty, liability or
responsibility to any person who is not a client of Berenberg in
connection with this announcement, any statement contained herein
or otherwise.
Further information
This
announcement is for information purposes only and is not intended
to, and does not, constitute, or form part of, an offer, invitation
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale,
issuance or transfer of securities of Darktrace in any jurisdiction
in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document), which contains the full terms and conditions of
the Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer
document).
This
announcement contains inside information in relation to Darktrace
for the purposes of Article 7 of the Market Abuse Regulation. The
person responsible for arranging the release of this announcement
on behalf of Darktrace is James Sporle, General Counsel and Company
Secretary. Darktrace's Legal Entity Identifier is
213800PC5S5P9CSNFC89.
This
announcement does not constitute a prospectus, prospectus
equivalent document or exempted document.
If you are in
any doubt about the contents of this announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release,
publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Listing Rules, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside England.
The
availability of the Acquisition to Darktrace Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this announcement, the
Scheme Document or any accompanying document to any jurisdiction
outside the UK should refrain from doing so and seek appropriate
professional advice before taking any action. Any failure to comply
with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document (or, if the Acquisition is implemented by way of an Offer,
will be contained in the offer document).
Unless
otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will
not be made available, directly or indirectly, in, into, from, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, agents, custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in, into, from, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further
details in relation to Overseas Shareholders are included in the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, will be included in the offer document).
Notice to U.S. Darktrace
Shareholders
The
Acquisition relates to the shares of an English company and is
being made by means of a scheme of arrangement provided for under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act").
Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the
U.S. tender offer and proxy solicitation rules. The financial
information included in this announcement has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the
future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such
Offer will be made in compliance with the applicable U.S. laws and
regulations.
It may be
difficult for U.S. holders of Darktrace Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since
Bidco and Darktrace are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. holders of Darktrace Shares may not be
able to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's
judgement.
In accordance
with normal UK practice and pursuant to Rule 14e-5(b) of the U.S.
Exchange Act, Thoma Bravo or their nominees, or their brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Darktrace Shares outside of the
U.S., other than pursuant to the Acquisition, until the date on
which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, Goldman Sachs will continue to act as an exempt
principal trader in Darktrace shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in
the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com.
U.S.
Darktrace Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that
such consequences, if any, are not described herein. U.S. Darktrace
Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Forward Looking
Statements
This
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Acquisition,
and other information published by Bidco and Darktrace contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and
Darktrace about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on
Bidco and Darktrace (including their future prospects, developments
and strategies), the expected timing and scope of the Acquisition
and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "prepares", "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's, Darktrace's,
any member of the Bidco Group or any member of the Darktrace
Group's operations and potential synergies resulting from the
Acquisition; and (iii) the effects of global economic conditions
and governmental regulation on Bidco's, Darktrace's, any member of
the Bidco Group or any member of the Darktrace Group's
business.
Although
Bidco and Darktrace believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and Darktrace can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors
include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and the
satisfaction of other Conditions on the proposed terms and
schedule; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; changes in the anticipated benefits
from the proposed transaction not being realised as a result of
changes in general economic and market conditions in the countries
in which Bidco and Darktrace operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate
and currency value fluctuations, the degree of competition in the
geographic and business areas in which Bidco and Darktrace operate
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Bidco nor Darktrace, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking
statements.
Specifically,
statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost
savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
Darktrace Group, there may be additional changes to the Darktrace
Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
Other than in
accordance with their legal or regulatory obligations, neither
Bidco nor Darktrace is under any obligation, and Bidco and
Darktrace expressly disclaim any intention or obligation, to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Dealing and Opening Position Disclosure
Requirements
Under Rule
8.3(a) of the Takeover Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) of the Takeover Code applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule
8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or
more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of
the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the
number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129
if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing
Disclosure.
Publication on a
website
A copy of
this announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Darktrace's website at https://ir.darktrace.com
by no later than 12 noon (London time) on the Business Day
following this announcement. For the avoidance of doubt, neither
the content of such website nor of any website accessible from
hyperlinks set out in this announcement is incorporated by
reference or forms part of this announcement.
Requesting hard copy
documents
In accordance
with Rule 30.3 of the Takeover Code, Darktrace Shareholders,
persons with information rights and participants in Darktrace Share
Schemes may request a hard copy of this announcement, free of
charge, by contacting Darktrace's registrar, Equiniti
Limited, either in writing to Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom or by calling +44 (0) 333 207
6394. Calls outside the U.K. will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m.
(London time) Monday to Friday excluding public holidays in England
and Wales. For persons who receive a copy of this
announcement in electronic form or via a website notification, a
hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Takeover Code, such
persons may also request that all future documents, announcements
and information to be sent to them in relation to the Acquisition
should be in hard copy form.
Rounding
Certain
figures included in this announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of figures that precede them.