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Regulatory News

Form 8 (DD) - Darktrace

RNS Number : 6424D
Goldman Sachs Bank Europe SE
10 September 2024
 

 

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Full name of discloser:

GOLDMAN SACHS BANK EUROPE SE

(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

DARKTRACE PLC

 

(d) Status of person making the disclosure:

  e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Advisor to LUKE BIDCO LIMITED (A NEWLY-FORMED COMPANY INDIRECTLY WHOLLY-OWNED BY FUNDS MANAGED AND/OR ADVISED BY THOMA BRAVO, L.P.)

(e) Date dealing undertaken:

26 April 2024 to 05 September 2024

 

The Panel Executive has agreed on an ex-parte basis that the dealings in the Supplemental Form 8 (SBL) below have no Code consequences

(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"

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

 

Class of relevant security:

 

1p ordinary

 

Interests

Short positions

 

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

0

0.00

0

0.00

(2) Cash-settled derivatives:

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

 

  TOTAL:

0

0.00

0

0.00

 

 

 

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 Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(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 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

 

(i)  Party to an offer or person acting in concert (except for a principal trader in the same group as a connected advisor)

 

Class of relevant security

Purchase/sale

 

Number of securities

Price per unit





 

(ii)  Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected advisor

 

Class of relevant security

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received






 

(b)  Cash-settled derivative transactions

 

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit






 

(c)  Stock-settled derivative transactions (including options)

 

(i)  Writing, selling, purchasing or varying

 

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit









 

(ii)  Exercise

 

Class of relevant security

Product description

e.g. call option

Exercising / exercised against

Number of securities

Exercise price per unit






 

(d)  Other dealings (including subscribing for new securities)

 

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)


 

 



 

4.  OTHER INFORMATION

 

(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 party to the offer or person acting in concert making the disclosure and any other person:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

NONE

 

 

(b)  Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert 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"

 

NONE

 

 

(c)  Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

YES

 

 

Date of disclosure:

10 September 2024

Contact name:

Papa Lette and Andrzej Szyszka

Telephone number:

+33(1) 4212 1459 / +48(22) 317 4817

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

Full name of person making disclosure:

GOLDMAN SACHS BANK EUROPE SE

Name of offeror/offeree in relation to whose relevant securities this form relates:

DARKTRACE PLC

 

 

2.  SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL POSITIONS

 

Class of relevant security:

 

1p ordinary

 

Number

 

%

Securities borrowed:

15,671

0.00

Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):

0

0.00

 

 

Details of borrowed relevant securities which have been either on-lent or sold do not need to be disclosed.

 

3.  SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL TRANSACTIONS

 

Date dealing undertaken

Class of relevant security

Nature of transaction

e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.

Number of securities

26 April 2024

1p ordinary

Loan (New)

68,537

30 April 2024

1p ordinary

Loan (Return)

68,537

30 April 2024

1p ordinary

Loan (Return)

61,456

30 April 2024

1p ordinary

Loan (Return)

65

05 June 2024

1p ordinary

Borrow (New)

3,350

07 June 2024

1p ordinary

Borrow (Return)

3,350

18 June 2024

1p ordinary

Borrow (New)

2,364

19 June 2024

1p ordinary

Borrow (Return)

681

21 June 2024

1p ordinary

Borrow (New)

1,683

21 June 2024

1p ordinary

Borrow (Return)

1,683

21 June 2024

1p ordinary

Borrow (Return)

1,510

24 June 2024

1p ordinary

Borrow (New)

2,236

25 June 2024

1p ordinary

Borrow (Return)

2,236

25 June 2024

1p ordinary

Borrow (Return)

173

27 June 2024

1p ordinary

Borrow (New)

17,461

28 June 2024

1p ordinary

Borrow (Return)

17,461

01 July 2024

1p ordinary

Borrow (New)

12,182

02 July 2024

1p ordinary

Borrow (Return)

12,182

26 July 2024

1p ordinary

Borrow (New)

7,195

29 July 2024

1p ordinary

Borrow (Return)

7,195

07 August 2024

1p ordinary

Borrow (New)

1,674

08 August 2024

1p ordinary

Borrow (New)

19,930

12 August 2024

1p ordinary

Borrow (New)

6,194

13 August 2024

1p ordinary

Borrow (Return)

13,262

14 August 2024

1p ordinary

Borrow (New)

8,587

15 August 2024

1p ordinary

Borrow (Return)

8,587

15 August 2024

1p ordinary

Borrow (Return)

2,902

16 August 2024

1p ordinary

Borrow (Return)

3,766

16 August 2024

1p ordinary

Borrow (Return)

1,674

19 August 2024

1p ordinary

Borrow (Return)

6,194

22 August 2024

1p ordinary

Borrow (New)

15,671

 

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code'sdisclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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