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Regulatory News

Form 8.5 (EPT/NON-RI) Darktrace Plc - Replacement

RNS Number : 9007P
Jefferies International Limited.
24 May 2024
 

 

AMENDMENT CHANGE TO SECTION 2(a). REPLACES RNS 4454M.

 

 

FORM 8.5 (EPT/NON-RI)

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

 

1.  KEY INFORMATION

 

(a) Name of exempt principal trader:

Jefferies International Limited

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

  Use a separate form for each offeror/offeree

Darktrace Plc

(c) Name of the party to the offer with which exempt principal trader is connected:

Darktrace Plc

(d) Date position held/dealing undertaken:

  For an opening position disclosure, state the latest practicable date prior to the disclosure

26th April 2024

(e) In addition to the company in 1(b) above, is the exempt principal trader 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 EXEMPT PRINCIPAL TRADER

 

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(b), 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:

 

1p ordinary

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

3,343,745

0.477

 

 

(2) Cash-settled derivatives:

 

4,887,509

0.694

9,289,013

1.320

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

 

 

 

 

 

  TOTAL:

8,231,254

1.175

9,289,013

1.320

 

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).

 

 

 

 

 

(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 EXEMPT PRINCIPAL TRADER

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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

Purchases/ sales

 

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

 

1p ordinary

Purchase

 

Sale

4,480,460

 

6,381,212

 623.1853 GBX

 

 624.0000 GBX

 515.4000 GBX

 

 533.2000 GBX

 

 

(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

(GBX)

1p ordinary

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Increasing a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Opening a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Increasing a short position

Opening a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Opening a short position

Reducing a short position

Reducing a short position

Increasing a long position

Increasing a long position

Reducing a short position

Increasing a long position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

Reducing a short position

77,008

91,400

32,700

8,850

47,050

15,800

4,200

77,800

27,800

7,500

39,950

13,400

3,550

94,258

28,279

56,554

50,646

333,569

141,386

169,662

7,260

50,000

50,000

10,000

10,000

100,000

75,000

40,000

600,000

30,000

35,000

20,000

3,000

30,000

80,000

10,000

20,000

50,000

38,585

15,000

95,000

50,000

6,371

50,000

70,000

150,000

120,000

50,000

100,000

41,443

33,557

40,000

50,000

250,000

560

25,000

100,000

30,000

75,000

100,000

15,000

250,000

35,000

60,000

160,000

7.4942 USD

7.5106 USD

7.5106 USD

7.5106 USD

7.5106 USD

7.5106 USD

7.5106 USD

7.5141 USD

7.5141 USD

7.5141 USD

7.5141 USD

7.5141 USD

7.5141 USD

7.5890 USD

7.6228 USD

7.7127 USD

7.7127 USD

7.7226 USD

7.7494 USD

7.7592 USD

515.4500

539.9500

594.9400

595.9400

596.5400

597.0400

597.2400

597.9400

598.8400

598.9400

599.1500

599.5400

599.9400

599.9400

599.9600

600.0100

600.1000

600.2100

600.2400

600.4400

600.4400

600.5100

600.6000

600.7400

600.9400

601.2400

601.2600

601.4400

601.6400

601.9400

601.9400

601.9400

601.9600

602.1500

602.1800

602.4400

602.6400

602.8400

602.8400

604.3400

604.6400

615.6500

615.7200

617.6300

619.0400

 

(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 exempt principal trader 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"

None

 

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

 

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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

 

Is a Supplemental Form 8 (Open Positions) attached?

NO

 

 

Date of disclosure:

24th May 2024

Contact name:

Robin Greenwood

Telephone number:

020 7029 8595

 

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.

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