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:
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.
Form 8.3 - The Vanguard Group, Inc.: Darktrace plc
The Vanguard Group, Inc. ( )
Form 8.3 - The Vanguard Group, Inc.: Darktrace plc
05-Sep-2022 / 14:09 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)
(a)Full name of discloser:
The Vanguard Group, Inc.
(b)Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient.For a trust, the trustee(s), settlor and beneficiaries must be named.
(c)Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
(d)If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e)Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
01 September 2022
(f)In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”
2.POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a)Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)
Class of relevant security:
(1)Relevant securities owned and/or controlled:
(3)Stock-settled derivatives (including options) and agreements to purchase/sell:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form8 (Open Positions).
(b)Rights to subscribe for new securities (including directors’ and other employee options)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
3.DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a)Purchases and sales
Class of relevant security
Number of securities
Price per unit
(b)Cash-settled derivative transactions
Class of relevant security
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
(d)Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Price per unit (if applicable)
(a)Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included.If there are no such agreements, arrangements or understandings, state “none”
(b)Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i)the voting rights of any relevant securities under any option; or
(ii)the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
Is a Supplemental Form 8 (Open Positions) attached?
Date of disclosure:
05 September 2022
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected].The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.