Proposed Secondary Placing of Shares in DarktraceSource: RNS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
26 April 2022
Proposed Secondary Placing of shares in Darktrace plc ("Darktrace" or the "Company")
Further to the announcement on 13th April 2022, certain members of Darktrace's management and employees (the "Employee Shareholders") have elected to sell approximately 6.1 million shares in Darktrace (the "Placing Shares") through a placing to eligible institutional investors by way of an accelerated bookbuild (the "Placing").
Jefferies International Limited and Jefferies GmbH are acting as Sole Global Coordinator in relation to the Placing ("Jefferies" or the "Global Coordinator"). Equiniti Financial Services Limited ("Equiniti") has been engaged to sell the Placing Shares on behalf of the Employee Shareholders.
The post-IPO lock-up arrangements, expiring on 1st May 2022 will be waived with respect to the Placing Shares intended to be sold on behalf of the Employee Shareholders in the Placing. The only PDMRs of Darktrace participating in the Placing are Poppy Gustafsson (CEO) and Jack Stockdale (CTO) who both are selling less than 10% of their respective shareholdings1 in Darktrace. All persons discharging managerial responsibilities ("PDMRs") and certain senior managers of Darktrace, whether or not selling shares in the Placing, will be subject to a lock up until 2nd August 2022, subject to customary exceptions and exceptions for sales to cover tax arising from certain share awards. In addition, all other shareholders selling through the Placing will be subject to the same lock-up arrangements.
The price per Placing Share will be determined through an accelerated bookbuild process, which will commence with immediate effect, and the final number of Placing Shares, the price per Placing Share and the results of the Placing will be announced as soon as practicable following the close of the bookbuild process. The timing for the close of the bookbuild process is at the absolute discretion of the Global Coordinator.
Darktrace is not a party to the Placing and will not receive any proceeds from the Placing.
This announcement includes inside information as defined in Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018). Upon publication of this announcement, this information is now considered in the public domain.
1 Shareholding includes vested and unvested share awards
Simon Hardy / Rob Leach / Luca Erpici / Will Soutar
+44 (0)207 029 8000
The publication or distribution or release of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
Members of the general public are not eligible to take part in the Placing. This announcement and any offer of securities to which it relates are only addressed to and directed at (1) in any member state of the European Economic Area, persons who are qualified investors in such member state within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "EU Prospectus Regulation") ; and (2) in the United Kingdom, persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") ("Qualified Investors")who (a) have professional experience in matters relating to investments who fall within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article 49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the Placing Shares may otherwise lawfully be made ("Relevant Persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons in the European Economic Area who are not Qualified Investors or by persons in the United Kingdom who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available in the European Economic Area only to Qualified Investors and in the United Kingdom only to Relevant Persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction into which such offer or solicitation would be unlawful.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or transferred, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.
No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
No offer and sale of Placing Shares is or will be made in Canada, except to persons who are: (a) an "accredited investor" within the meaning of Section 1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the Canadian Securities Administrators or subsection 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable, and is either purchasing the Placing Shares as principal for its own account, or is deemed to be purchasing the Placing Shares as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; (b) such person was not created or used solely to purchase or hold the Placing Shares as an accredited investor under NI 45-106; (c) a "permitted client" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI 31-103") of the Canadian Securities Administrators; and (d) entitled under applicable Canadian securities laws to purchase the Placing Shares without the benefit of a prospectus under such securities laws.
No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Company, Equiniti, the Global Coordinator, or any of its respective affiliates (as such term is defined under Rule 501(b) of Regulation D of the Securities Act) (each, an "Affiliate"). The information contained in this announcement is for background purposes only and does not purport to be full or complete.
In connection with the Placing, the Global Coordinator or any of their Affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Global Coordinator and any of its Affiliates acting as investors for their own accounts. The Global Coordinator do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
A communication that a transaction is or that the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Global Coordinator.
Jefferies International Limited is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Jefferies GmbH is registered in Germany and authorised and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht. Jefferies International Limited and Jefferies GmbH are acting for Equiniti in connection with the Placing and no-one else and they will not be responsible to anyone other than Equiniti for providing the protections afforded to any of their clients or for providing advice in relation to the Placing or any other matter referred to in this announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, Global Coordinator or by any of their respective Affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Company's securities. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the oil and gas industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the ordinary shares in the Company (the "Ordinary Shares") are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Global Coordinator will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each Distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.