NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

22 March 2024

Results of Secondary Placing in Darktrace plc ("Darktrace" or the "Company")

Further to the announcement on 21 March 2024, KKR Dark Aggregator L.P. (the "Seller") announces that it has sold approximately 19,400,000 ordinary shares (the "Placing Shares") in the Company at a price of 425 pence per share (the "Placing").

The Placing represents a full exit by the first technology growth fund (NGT I) advised by Kohlberg Kravis Roberts & Co L.P. and its affiliates ("KKR") that first invested in Darktrace in 2016. Settlement of the Placing is expected to take place on 26 March 2024. The second technology growth fund (NGT II) advised by KKR did not participate in the Placing and will continue to hold an approximate 7.3% interest in the Company. The Seller has agreed to a lock-up period of 60 days, subject to customary exceptions, for the remaining shares in Darktrace held by NGT II.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Jefferies International Limited ("Jefferies") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") acted as Joint Global Co-ordinators and Joint Bookrunners on the Placing.

ENQUIRIES

Jefferies

Dominic Lester / Luca Erpici / Sam Barnett / Will Soutar / Oliver Berwin

+44 (0)207 029 8000

Berenberg

Andy Bickerton / Mark Whitmore / Milo Bonser / Callum Simpson

+44 (0)203 207 7800

IMPORTANT NOTICE

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 the United Kingdom and 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 "Prospectus Regulation") or the United Kingdom within the meaning of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") ("Qualified Investors"); and (2) in the United Kingdom, Qualified Investors who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b)  are high net worth entities falling within article 49(2)(a) to (d) (of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("relevant persons").  The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not relevant persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to relevant persons and will be engaged in only with such persons.

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 United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful.

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 the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.

No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.

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 Seller, the Joint Global Co-ordinators and Joint Bookrunners, or any of their respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate") and each of the Seller, the Joint Global Co-ordinators or any of their respective Affiliates disclaim any liability for, and no representation or warranty, express or implied, is or will be made as to, or in relation to, such information or any other written or oral information made available, or publicly available, to any interested party or its advisers. 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 for any purposes whatsoever on the information contained in this announcement or on its accuracy or completeness.

In connection with the Placing, the Joint Global Co-ordinators and Joint Bookrunners 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 Joint Global Co-ordinators and Joint Bookrunners and any of their Affiliates acting as investors for their own accounts. The Joint Global Co-ordinators and Joint Bookrunners 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.

Jefferies is authorised and regulated in the UK by the FCA (registration number 1978621). Berenberg is authorised and regulated by BaFin and in the UK is authorised and regulated by the FCA (registration number 959302). The Joint Global Co-ordinators and Joint Bookrunners, are acting for the Seller in connection with the Placing and no-one else and they will not be responsible to anyone other than the Seller for providing for providing advice in relation to the Placing or any other matter referred to in this announcement.

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 Joint Global Co-ordinators and Joint Bookrunners or by any of their Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement 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 potential investors needing advice should consult an independent financial advisor as to the suitability of the placing for the entity or person concerned.

This announcement 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 and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.