Proposed Secondary Placing of Shares in Darktrace
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
26 April 2022
Proposed Secondary Placing of shares in Darktrace plc ("Darktrace" or the "Company")
Further to the announcement on 13th April 2022, certain members of Darktrace's management and employees (the "Employee Shareholders") have elected to sell approximately 6.1 million shares in Darktrace (the "Placing Shares") through a placing to eligible institutional investors by way of an accelerated bookbuild (the "Placing").
Jefferies International Limited and Jefferies GmbH are acting as Sole Global Coordinator in relation to the Placing ("Jefferies" or the "Global Coordinator"). Equiniti Financial Services Limited ("Equiniti") has been engaged to sell the Placing Shares on behalf of the Employee Shareholders.
The post-IPO lock-up arrangements, expiring on 1st May 2022 will be waived with respect to the Placing Shares intended to be sold on behalf of the Employee Shareholders in the Placing. The only PDMRs of Darktrace participating in the Placing are Poppy Gustafsson (CEO) and Jack Stockdale (CTO) who both are selling less than 10% of their respective shareholdings1 in Darktrace. All persons discharging managerial responsibilities ("PDMRs") and certain senior managers of Darktrace, whether or not selling shares in the Placing, will be subject to a lock up until 2nd August 2022, subject to customary exceptions and exceptions for sales to cover tax arising from certain share awards. In addition, all other shareholders selling through the Placing will be subject to the same lock-up arrangements.
The price per Placing Share will be determined through an accelerated bookbuild process, which will commence with immediate effect, and the final number of Placing Shares, the price per Placing Share and the results of the Placing will be announced as soon as practicable following the close of the bookbuild process. The timing for the close of the bookbuild process is at the absolute discretion of the Global Coordinator.
Darktrace is not a party to the Placing and will not receive any proceeds from the Placing.
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of
1 Shareholding includes vested and unvested share awards
Simon Hardy / Rob Leach / Luca Erpici / Will Soutar
+44 (0)207 029 8000
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "EU Prospectus Regulation") ; and (2) in the
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within
No public offering of the securities referred to herein is being made in the
No offer and sale of Placing Shares is or will be made in
No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Company, Equiniti, the Global Coordinator, or any of its respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, the Global Coordinator or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references 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, the Global Coordinator and any of its Affiliates acting as investors for their own accounts. The Global Coordinator do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Global Coordinator.
Jefferies International Limited is authorised and regulated by the Financial Conduct Authority in the
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, Global Coordinator or by any of their respective Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
This document includes 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 "intends", "expects", "will", or "may", 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 forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the oil and gas industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
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 "
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 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 Ordinary Shares. Each Distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.