Result of Meeting
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 June 2024
RECOMMENDED CASH ACQUISITION
of
Darktrace plc
by
Luke Bidco Limited
(a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
On 26 April 2024, the boards of directors of Luke Bidco Limited ("Bidco") and Darktrace plc ("Darktrace") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Darktrace (the "Acquisition").
The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document containing the full terms and conditions of the Acquisition was published or made available to Scheme Shareholders on 23 May 2024 (the "Scheme Document").
Terms defined in the Scheme Document have, unless otherwise defined, the same meanings in this announcement.
Results of Court Meeting and General Meeting
Darktrace and Bidco are pleased to announce that the Court Meeting to consider and, if thought fit, approve the Scheme and the General Meeting to consider, and if thought fit, pass the Special Resolution relating to the Acquisition were each held today and:
· the requisite majority of eligible Scheme Shareholders voted (either in person or by proxy) to approve the Scheme at the Court Meeting; and
· the requisite majority of eligible Darktrace Shareholders voted (either in person or by proxy) to pass the Special Resolution to, among other things, implement the Scheme and amend Darktrace's articles of association at the General Meeting.
Details of the resolutions passed are set out in the Notice of Court Meeting and Notice of General Meeting contained in Parts X and XI (respectively) of the Scheme Document.
Commenting on the results of the Court Meeting and General Meeting, Poppy Gustafsson OBE, the CEO of Darktrace, said:
"We are pleased that our shareholders have overwhelmingly voted in favour of Thoma Bravo's offer to acquire Darktrace. While the deal remains subject to regulatory approvals, this is a significant milestone in the next chapter for Darktrace as we continue our exciting growth story from British technology start up to a global cybersecurity leader. From our headquarters in
Thoma Bravo is the perfect partner for Darktrace. They have deep sector experience and a compelling track-record in helping to scale and mature software businesses. They share our ambitions for growth, and we are excited about the possibility of partnering with them to capitalise on the many opportunities ahead."
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present (in person or by proxy) was entitled to one vote per Scheme Share held at the Voting Record Time.
|
No. of Scheme Shareholders who voted * |
% of Scheme Shareholders who voted ** |
No. of Scheme Shares voted |
% of Scheme Shares voted ** |
No. of Scheme Shares voted as a % of the issued ordinary share capital** |
FOR |
81 |
86.17% |
455,243,998 |
99.55% |
65.00% |
AGAINST |
13 |
13.83% |
2,043,306 |
0.45% |
0.29% |
TOTAL |
86 |
100.00% |
457,287,304 |
100.00% |
65.29% |
* The number of Scheme Shareholders voting "for" and "against" the Scheme exceeds the total number of Scheme Shareholders who voted, as 8 Scheme Shareholders cast votes for the Scheme in respect of part of their holding of Scheme Shares and against the Scheme in respect of another part of their holding of Scheme Shares.
** All percentages have been rounded to the nearest two decimal places.
Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Darktrace Shareholder present (in person or by proxy) was entitled to one vote per Darktrace Share held at the Voting Record Time.
|
FOR |
AGAINST |
TOTAL |
WITHHELD** |
||
Special Resolution |
No. of Darktrace Shares voted |
% of Darktrace Shares voted* |
No. of Darktrace Shares voted |
% of Darktrace Shares voted* |
No. of Darktrace Shares voted |
No. of Darktrace Shares |
Approval of the implementation of the Scheme, including the amendment of Darktrace's Articles |
467,324,902 |
99.57% |
2,037,993 |
0.43% |
469,362,895 |
109,558 |
* All percentages have been rounded to the nearest two decimal places.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the resolution.
The total number of Darktrace Shares in issue at the Voting Record Time was 703,683,540 of which 3,287,469 were held in treasury. Consequently, the total number of voting rights in Darktrace at the Voting Record Time was 700,396,071.
In accordance with Listing Rule 9.6.2R, a copy of the Special Resolution passed at the General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Next steps and timetable
The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set out in Part III of the Scheme Document) have been satisfied.
The hearing of the Court to sanction the Scheme is currently expected to be held in the third or fourth quarter of 2024, subject to the prior satisfaction or waiver of the other Conditions set out in the Scheme Document. If the Scheme receives the sanction of the Court at that time, the Scheme is expected to become effective in the third or fourth quarter of 2024.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 12 and 13 of the Scheme Document. The dates are indicative only and are subject to change. If any of the key dates set out in the timetable change, Darktrace will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on Darktrace's website at https://ir.darktrace.com/.
Enquiries
Darktrace via Headland |
+44 (0)20 3805 4852
|
Jefferies (Joint Financial Adviser and Corporate Broker to Darktrace) Philip Yates Dominic Lester Nandan Shinkre Paul Bundred |
+44 (0)20 7029 8000
|
Qatalyst Partners (Joint Financial Adviser to Darktrace) Peter Spofforth Jason DiLullo |
+44 (0)20 3700 8820
|
Berenberg (Corporate Broker and Connected Adviser to Darktrace) Ben Wright Mark Whitmore Miles Cox Milo Bonser |
+44 (0)20 3207 7800 |
Headland (PR Adviser to Darktrace) Nigel Prideaux Henry Wallers |
+44 (0)20 3805 4852 +44 (0)20 3805 4839 |
Thoma Bravo Megan Frank, Head of Communications and Marketing |
via FGS Global
|
Goldman Sachs (Financial Adviser to Thoma Bravo and Bidco) |
+44 (0)20 7774 1000 |
Mark Sorrell Nicholas van den Arend Chris Emmerson Cara Pazdon |
|
FGS Global (PR Adviser to Thoma Bravo and Bidco) Faeth Birch Sophie Scott Alastair Elwen Amanda Healy |
+44 (0)207 251 3801
|
Latham & Watkins (
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Thoma Bravo.
Important notices relating to financial advisers
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the
Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the
Joh. Berenberg, Gossler & Co. KG,
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Darktrace in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).
This announcement contains inside information in relation to Darktrace for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of Darktrace is James Sporle, General Counsel and Company Secretary. Darktrace's Legal Entity Identifier is 213800PC5S5P9CSNFC89.
This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the
The availability of the Acquisition to Darktrace Shareholders who are not resident in and citizens of the
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders are included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, will be included in the offer document).
Notice to
The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the
If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into
It may be difficult for
In accordance with normal
Forward Looking Statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Darktrace contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Darktrace about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Darktrace (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Darktrace's, any member of the Bidco Group or any member of the Darktrace Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Darktrace's, any member of the Bidco Group or any member of the Darktrace Group's business.
Although Bidco and Darktrace believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Darktrace can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Darktrace operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Darktrace operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Darktrace, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Darktrace Group, there may be additional changes to the Darktrace Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
Other than in accordance with their legal or regulatory obligations, neither Bidco nor Darktrace is under any obligation, and Bidco and Darktrace expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover 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) of the Takeover Code applies must be made by no later than 3.30 pm (
Under Rule 8.3(b) of the Takeover 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 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.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Darktrace's website at https://ir.darktrace.com by no later than 12 noon (
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Darktrace Shareholders, persons with information rights and participants in Darktrace Share Schemes may request a hard copy of this announcement, free of charge, by contacting Darktrace's registrar, Equiniti Limited, either in writing to Aspect House, Spencer Road, Lancing,
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
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