Announcement of Offer Price
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") and is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.
Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement 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 is expected to be published by Darktrace plc later today in connection with the offer of ordinary shares in the capital of the Company (the "Shares") and the proposed admission of such Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc (the "London Stock Exchange") ("Admission"). A copy of any Prospectus will, if published, be available on Darktrace's website at https://ir.darktrace.com/ subject to certain access restrictions.
30 April 2021
Announcement of Offer Price
Offer Price set at 250 pence per Share
Following its confirmation of intention to float announcement on 19 April 2021, Darktrace plc (the "Company", and together with Darktrace Holdings Limited and its subsidiaries and subsidiary undertakings, the "Group" or "Darktrace") today announces the successful pricing of its initial public offering (the "IPO" or the "Global Offer") of Shares at 250 pence per Share (the "Offer Price"). Based on the Offer Price, the market capitalisation of the Company will be approximately £1.7 billion at the commencement of conditional dealings on the Main Market of the London Stock Exchange.
Poppy Gustafsson, Chief Executive of Darktrace, said:
"This milestone marks an exciting day for Darktrace. This business is one built by collaboration and as such there are many people I would like to thank.
Firstly, to our 1,500 dedicated employees: your ambition, dedication, teamwork and commitment to our shared mission of solving complex challenges with innovation is unparalleled. Today is the amalgamation of all of the daily successes that each of you have contributed along the way.
I would also like to thank our customers who are the true security heroes, embracing cutting-edge technology to keep their organizations safe from attack, as well as our partners for their support.
We owe much gratitude to the Invoke team for their pivotal role in the vision, technology, positioning and operational input in the early years without which today's success would not have been possible.
We also thank our investors, Talis Capital, Hoxton Ventures, Summit Partners, KKR, TenEleven Ventures, Insight Partners, Vitruvian and Balderton Capital and we are pleased to welcome our new shareholders to the company alongside them.
Our company is deeply rooted in the UK's tradition of scientific and mathematic research so we are especially proud to be listing on the London Stock Exchange.
To our world-class inventors at our R&D centre in Cambridge, today is really about celebrating you. Not only have you created a fundamental technology that 4,700 organizations now rely on to help them tackle novel and advanced cyber-threats, but you remain committed to innovation, pushing the envelope and shaping the world with your ideas. Today is just the beginning."
Global Offer Highlights:
· The Offer Price has been set at 250 pence per Share, equating to a market capitalisation at Admission of £1.7 billion (excluding any over-allotment shares).
· The Global Offer comprises 66,036,904 Shares (excluding any over-allotment shares), equating to a total Global Offer size of approximately £165.1 million or approximately 9.6 per cent. of the Company's issued share capital on Admission. This includes 57,376,000 new Shares to be issued by the Company, raising gross proceeds of approximately £143.4 million, and 8,660,904 existing Shares to be sold by certain existing shareholders raising gross proceeds of approximately £21.7 million.
· In addition, a further 9.9 million Shares in the Company are being made available by the Company pursuant to the over-allotment option, which, if exercised in full, would increase the number of shares in the Global Offer to 75.9 million Shares in total and 11.0 per cent. of the Company's issued share capital at the time of Admission. The proceeds of the overallotment option, if exercised, will be used for general corporate purposes.
· Immediately following Admission, the Company's issued share capital will be 687,724,592 Shares.
· Full details of the Global Offer will be disclosed in the Prospectus.
Admission and Dealings:
· Conditional dealings in the Shares are expected to commence on the London Stock Exchange at 8.00 a.m. (London time) on 30 April 2021 under the ticker "DARK". Investors should note that only those who applied for and were allocated Shares in the Global Offer will be able to deal in the Shares on a conditional basis.
· Admission to the premium listing segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange, and the commencement of unconditional dealings is expected to take place at 8.00 a.m. (London time) on 6 May 2021.
· Full details of the Global Offer will be included in the Prospectus, which is expected to be published later today and will available on the Company's website (https://ir.darktrace.com/).
· Certain existing shareholders will be subject to lock-up arrangements restricting the disposal of Shares for a period of time following Admission. The Company, the Selling Shareholders, certain Shareholders affiliated with Invoke (the "Invoke Shareholders") and Shareholders not selling any Shares in the Global Offer who hold 0.5% of the Shares immediately prior to Admission ("0.5% Shareholders") will be subject to a 180 day lock-up from the date of Admission. The Directors (for so long as they remain a director of the Company) and employees of the Group who hold Shares will be subject to a 360 day lock-up from the date of Admission. The non-employee selling Shareholders will be subject to a 180 day lock-up from the date of Admission. The lock-up restrictions are subject to certain customary exceptions and may otherwise only be waived with the prior written consent of the majority of the Joint Global Coordinators (including Jefferies). The Joint Global Coordinators have agreed that (i) any consent given to the Invoke Shareholders or a 0.5% Shareholder shall also be deemed to be a consent granted to all the other Invoke Shareholders and 0.5% Shareholders; (ii) holders of convertible notes issued by Darktrace Holdings Limited shall have priority in any consent granted by the Joint Global Coordinators during the lock-up period to dispose of up to 75% of the Shares issued by the Company upon conversion of the convertible notes ahead of all other Shareholders; and (iii) following the expiry of 150 days from the date of Admission, any consent shall only be granted by the Joint Global Co-ordinators with the prior written consent of all the 0.5% Shareholders and Invoke Shareholders.
· It is expected that, subject to Admission and other conditions being met, the Company will in due course be considered eligible for inclusion in the FTSE UK indices.
Brunswick (Public Relations adviser to the Company)
Charles Pretzlik / Caroline Daniel
+44 (0)20 7404 5959
Joint Global Co-ordinators and Joint Bookrunners
Jefferies (Sole Sponsor)
Simon Hardy / Dominic Lester / Luca Erpici (Equity Syndicate) / Nandan Shinkre / Will Soutar
+44 (0)207 029 8000
Chris Bowman / Alex Reynolds / Andy Bickerton (Equity Syndicate) / Mark Whitmore / Jen Clarke
+44 (0)203 207 7800
KKR Capital Markets
David Bauer / Lauren Hahn / Eric Han
+1 646 627 0270
+1 212 705 0458
+1 415 369 7298
Important legal information
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Jefferies International Limited, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (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 publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, shares to any person in Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Any securities referred to herein may not be offered or sold in the United States unless registered under the Securities Act except pursuant to a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Offer and sale of Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the Shares in Australia, Canada, Japan, the United States or elsewhere.
In the United Kingdom, this announcement is being distributed and addressed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied) and/or (iii) are other persons to which it may otherwise lawfully be communicated; and (B) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons"). In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). 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 or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.
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", "anticipates", "expects", "intends", "may", "will" 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 (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 involve known and unknown risks, uncertainties, assumptions and other factors that may cause the Group's actual financial condition, results of operations, cash flows, liquidity or prospects 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. No representation is made or will be made that any forward-looking statements will come to pass or prove to be correct.
Each of the Company, Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus which is expected to be issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any 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 or completeness. This announcement does not form part of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any 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, any contract therefor.
The date of Admission may be influenced by a variety of factors which include market conditions. There is therefore no guarantee that Admission will occur. You should not base any 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. This announcement does not constitute a recommendation concerning the Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned. Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice or a representation that any investment or strategy is suitable or appropriate to your individual circumstances.
Unless otherwise indicated, market, industry and competitive position data are estimates (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. Certain data in this announcement, including financial, statistical and operating information has been rounded. As a result, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages may have been rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and does not form part of, this announcement.
None of Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. or any of their respective affiliates or any of their or their affiliates' directors, officers, employees, advisers 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) or any other information relating to the Company, its subsidiaries or 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 the announcement or its contents or otherwise arising in connection therewith.
Each of Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. is acting exclusively for the Company and no one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the withdrawal of the United Kingdom from the European Union, Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. may, at their discretion, undertake their obligations in connection with the Offer by any of their affiliates based in the European Economic Area.
Each of Jefferies International Limited and KKR Capital Markets Partners LLP is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom. Joh. Berenberg, Gossler & Co. KG, London Branch is authorised and regulated by the German Federal Financial Supervisory Authority and is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the FCA in the United Kingdom. Each of Needham & Company, LLC and Piper Sandler & Co. is authorised and regulated by the US Securities and Exchange Commission and the Financial Industry Regulatory Authority.
In connection with the Offer, Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. and any of their respective affiliates acting in such capacity. In addition, Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Shares. None of Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Offer, Jefferies International Limited, as stabilisation manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market. Jefferies International Limited is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Jefferies International Limited or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Offer Price. Save as required by law or regulation, neither Jefferies International Limited nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
In connection with the Offer, Jefferies International Limited, as stabilisation manager, may, for stabilisation purposes, over-allot Shares up to a maximum of 15% of the total number of Shares comprised in the Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Shares effected by it during the stabilisation period, Jefferies International Limited will enter into over-allotment arrangements with the Company pursuant to which Jefferies International Limited may subscribe or procure subscribers for additional Shares up to a maximum of 15% of the total number of Shares comprised in the Offer (the "Over-Allotment Shares") at the Offer Price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by Jefferies International Limited, at any time on or before the 30th calendar day after the commencement of conditional trading of the Shares on the London Stock Exchange. Any Over-Allotment Shares made available pursuant to the over-allotment arrangements, including for all dividends and other distributions declared, made or paid on the Shares, will be subscribed for on the same terms and conditions as the Shares being issued or sold in the Offer and will form a single class for all purposes with the other Shares.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies International Limited, Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets Partners LLP, Needham & Company, LLC and Piper Sandler & Co. will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares and determining appropriate distribution channels.