Share Buyback ProgrammeSource: RNS
01 February, 2023
Share Buyback Programme of Up to 35 Million Shares
Darktrace plc (DARK.L) (together with its subsidiaries, "Darktrace" or "the Group"), a global leader in cyber security AI, today announces that, beginning on 01 February, 2023, it will commence a share buyback programme (the "Programme") of up to 35 million of its ordinary shares (the "Shares") to be completed no later than 31 October, 2023.
The maximum amount allocated to the Programme is £75 million and Darktrace will make appropriate disclosures during the buyback period of the number of Shares it has repurchased.
Darktrace has developed industry-leading AI technologies for cyber security and has an innovative product pipeline which continues to bring more technologies to market. Darktrace also has a resilient business model as demonstrated by the strength of its margins, its significant cash position and ongoing cash generation. Darktrace's current cash position of $368 million has increased by over $100 million since its IPO in May, 2021 allowing Darktrace to continue to sufficiently invest in its product pipeline, go-to-market strategy, business foundations and targeted M&A. Darktrace will continue to prioritise investment in its business and the maintenance of appropriate cash reserves.
Gordon Hurst, Chair of the Board, said:
"The Board believes that this share buyback programme is the best use of Darktrace's surplus cash in current market conditions. Notwithstanding the challenging macro-economic climate, we remain confident of Darktrace's business model. Its industry-leading technology developed by its talented R&D team is producing exciting new products and it continues to grow its loyal global customer base. Darktrace's AI-based solutions prevent wide-spread cyber disruption and represent the future of cyber defence. Through this programme, we are pleased to be returning value to shareholders, while maintaining a strong cash position so we can fund continued investments in the business, including in scaling and diversifying our R&D teams."
The purpose of the Programme is to reduce Darktrace's issued share capital and the purchased Shares will be cancelled. The Programme will be conducted within the limitations of the authority granted to the Board of Directors of Darktrace by its shareholders at its Annual General Meeting held on 03 November 2022, pursuant to which the maximum number of Shares that can be bought back by Darktrace is 71,818,380 Shares.
Any purchases of Shares by Darktrace in relation to the Programme will be carried out on the London Stock Exchange and/or on Aquis Exchange, Turquoise, CBOE Europe Limited and in accordance with the parameters prescribed by the Market Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) and Chapter 12 of the Financial Conduct Authority's Listing Rules and will be discontinued in the event that Darktrace ceases to have the necessary general authority to purchase Shares.
Darktrace has entered into an agreement dated 31 January 2023 with Jefferies International Limited, together with their affiliates ("Jefferies") to conduct the Programme on its behalf (the "Agreement"). Purchases of Shares will be made by Jefferies on Darktrace's behalf in accordance with the Agreement. Jefferies shall lead manage the Purchases, shall have full discretion with respect to the execution of all Purchases (including but not limited to trading decisions concerning the timing of the purchase of the Shares independently of Darktrace) and shall make all such purchases independently of, and uninfluenced by Darktrace. From time to time, Darktrace may also amend, or provide, instructions to Jefferies to repurchase Shares to the extent permissible by applicable law.
For the avoidance of doubt, the above Programme is separate to the Employee Benefit Trust ("EBT") Market Purchase Programmes announced on 12 January 2023 and 01 February 2023 for £25 million each (the first of which has completed). Shares purchased by Equiniti Trust (Jersey) Limited (the "Trustee"), as Trustee of the Darktrace EBT pursuant to the EBT Market Purchase Programmes will be held in treasury and used to satisfy existing, planned and anticipated options and awards under Darktrace's employee share schemes, or as otherwise permissible within the terms of the Darktrace Employee Benefit Trust deed.
Darktrace (DARK:L), a global leader in cyber security artificial intelligence is on a mission to free the world of cyber disruption. Breakthrough innovations in the Darktrace Cyber AI Research Centre in Cambridge, UK have resulted in over 125 patent applications filed and research published to contribute to the cyber security community. Rather than study attacks, Darktrace's technology continuously learns and updates its knowledge of 'you' and applies that understanding to optimise your state of optimal cyber security. Darktrace is delivering the first ever Cyber AI Loop, fuelling a continuous end-to-end security capability that can autonomously spot and respond to novel in-progress threats within seconds. Darktrace employs over 2,200 people around the world and protects over 8,100 customers globally from advanced cyber threats. Darktrace was named one of TIME magazine's 'Most Influential Companies' in 2021.
This announcement may contain certain forward-looking statements, including with respect to the Company's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward‐looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations, made in good faith and based on the information available to them at the time of the announcement. Such statements involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement and should be treated with caution. Any forward-looking statements made in this announcement by or on behalf of Darktrace speak only as of the date they are made. Except as required by applicable law or regulation, Darktrace expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Luk Janssens - Head of Investor Relations, Darktrace
Direct: +44 (0) 7811 027918
Powerscourt (Public Relations adviser to Darktrace)
Victoria Palmer-Moore/Elly Williamson
Direct: +44 (0) 20 3328 9386