Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
Please enter your country of residence:
IMPORTANT INFORMATION
ACCESS TO THE INFORMATION AND DOCUMENTS ON THIS PORTION OF THE WEBSITE IS RESTRICTED FOR REGULATORY REASONS. YOU ARE REQUESTED TO REVIEW THE FOLLOWING INFORMATION AND MAKE THE FOLLOWING CONFIRMATION EACH TIME YOU SEEK TO ACCESS THIS RESTRICTED INFORMATION. YOUR CONFIRMATION MUST BE TRUE AND ACCURATE.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY DARKTRACE PLC (THE "ISSUER") IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY. THE ISSUER DOES NOT ACCEPT ANY RESPONSIBILITY FOR ANY CONTRAVENTION OF APPLICABLE SECURITIES LAWS AND REGULATIONS BY INDIVIDUALS FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OR USE OF INFORMATION PROVIDED BY SUCH INDIVIDUALS.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, DUBAI, HONG KONG, JAPAN, SINGAPORE, SWITZERLAND OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
The release, publication or distribution of the documents or other information contained herein may be restricted by law in certain jurisdictions. Persons into whose possession any of the documents or other information contained herein come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdiction.
The information and documents on this portion of the website (a) are intended only for, and may be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "US Securities Act") ("QIBs") or (ii) persons resident or physically present outside the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Dubai, Hong Kong, Japan, Singapore, Switzerland and resident and physically present in a jurisdiction in which such access, distribution or dissemination would not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) are not and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of the Issuer in the United States, Australia, Canada, Dubai, Hong Kong, Japan, Singapore, Switzerland or any other jurisdiction in which such offer or solicitation would constitute a violation of the local securities laws or regulations of such jurisdiction or would be otherwise unlawful.
Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the US Securities Act. In particular, the securities have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Any securities will not be registered under or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Canada, Dubai, Hong Kong, Japan, Singapore or Switzerland. Accordingly, unless an exemption under the relevant securities law is applicable, any such securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Canada, Dubai, Hong Kong, Japan, Singapore, Switzerland or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction. There will be no public offering of securities in the United States. Any securities sold in the United States will be sold only to QIBs in reliance on an exemption from, or transaction not subject to, the registration requirements of the US Securities Act.
The information and documents on this portion of the website are being addressed to and directed at persons in member states of the European Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) ("Qualified Investors"). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 who are also persons who have professional experience in matters relating to investments falling 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 who are high net worth bodies corporate, unincorporated associations and partnerships or the trustee of high value trusts falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this document relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in Member States, and will only be engaged with such persons. Persons who are not Relevant Persons (in the United Kingdom) or Qualified Investors (in Member States) should not act or rely on this document or any of its contents..
Certain statements contained in documents available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in documents available on this part of the website that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.
To confirm that:
you have read, understand and agree to comply with all of the restrictions set forth above;
you are either (i) a QIB in the United States or (ii) are resident and physically present in a country outside the United States, Canada, Dubai, Hong Kong, Japan, Singapore or Switzerland or any other jurisdiction in which such distribution or access is unlawful;
you are not resident or physically present in any Member State, unless you are a Qualified Investor;
you are not resident or physically present in the United Kingdom, unless you are a Relevant Person;
it is lawful for you to review and receive copies of the documents on this website;
you agree that you will not transmit or otherwise send any information contained in this website to any person in the United States or to publications with a general circulation in the United States; and
are authorised and permitted to proceed to electronic versions of the information and documents on this portion of the website.
Please select "I confirm" below:
DISCLAIMER – IMPORTANT
We regret that, due to applicable legal restrictions, we are unable to provide you with access to this section of our website.
We apologise for any inconvenience this may cause.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
8 September 2022
Statement Regarding Darktrace plc ("Darktrace")
Further to the announcement made by Darktrace in relation to a possible offer for Darktrace by Thoma Bravo, L.P. ("Thoma Bravo"), Thoma Bravo confirms that it does not intend to make an offer for Darktrace under Rule 2.7 of the Code.
For the purpose of Rule 2.8 of the Code, Thoma Bravo, and any person(s) acting in concert with it, reserves the right to make or participate in an offer for Darktrace (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:
a) with the agreement of the board of Darktrace;
b) following the announcement of a firm intention to make an offer for Darktrace by or on behalf of a third party;
c) following the announcement by Darktrace of a Rule 9 waiver (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
d) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
Enquiries
Thoma Bravo
Megan Frank
Director, Head of Communications
+1 (212) 731 4778 [email protected]
FGS Global (PR Adviser to Thoma Bravo)
Faeth Birch
+44 (0)20 7251 3801
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
