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.

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.

Click here to return to the homepage.

Regulatory News

Total Voting Rights and Rule 2.9 Disclosure

RNS Number : 6487W

Darktrace PLC

19 August 2022

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 RELEVANTLAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

19 August 2022

Darktrace plc

("Darktrace")

Total Voting Rights and Rule 2.9 Disclosure

Darktrace announces the issue and allotment of shares in connection with the vesting of awards previously granted under its Darktrace plc 2021 Award Incentive Plan to certain Darktrace employees, such awards being pre-existing obligations of Darktrace prior to commencement of the offer period under the City Code on Takeovers and Mergers (the "Code").

Darktrace has issued and allotted an aggregate of 8,859,944 new ordinary shares of £0.01 each in Darktrace (the "New Shares") to be delivered to the trustee of The Darktrace Employee Benefit Trust. An application has been made for the New Shares to be admitted to the Premium Listing Segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange.

The New Shares will rank pari passu in all respects with Darktrace's existing ordinary shares of £0.01 nominal value each, each of which carries the right to one vote. It is expected that admission will become effective on 24 August 2022.

In accordance with Rule 2.9 of the Code, Darktrace confirms that as at the date of this announcement, the total number of ordinary shares of £0.01 each in issue is 719,705,647. The ordinary shares are, (and in the case of the New Shares will be), admitted to trading on the main market of the London Stock Exchange under the ISIN code GB00BNYK8G86.

Darktrace holds 1,778,403 ordinary shares as treasury shares with no voting rights.

Therefore the total voting rights figure of 717,927,244 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Darktrace under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Contact:

Luk Janssens - Head of Investor Relations, Darktrace

luk.janssens@darktrace.com

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the 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) 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 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 Takeover 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.

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 rns@lseg.com 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.

END

TVRBBGDIBDBDGDC

Form 8.3 - Darktrace plc ›

Form 8.5 (EPT/NON-RI) Darktrace Plc ›

Back to:

Back to Regulatory News ⌃