Rule 2.9 Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 May 2024
Darktrace plc (the "Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that as at the date and time of this announcement it had in issue 700,364,654 ordinary shares of
Enquiries
Darktrace plc Via Headland |
+44 (0)20 3805 4852 |
Jefferies International Limited (Joint Financial Adviser and Corporate Broker to the Company) Philip Yates Dominic Lester Nandan Shinkre Paul Bundred
|
+44 20 7029 8000
|
Qatalyst Partners Limited (Joint Financial Adviser to the Company) Peter Spofforth Jason DiLullo
|
+44 (0)20 3700 8820
|
Headland (PR Advisor to the Company) Nigel Prideaux Henry Wallers |
+44 (0)20 3805 4852 +44 (0)20 3805 4839 |
Important Notices
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the
Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the
Disclosure Requirements
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 (
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 (
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.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website at https://ir.darktrace.com by no later than 12 noon (
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