Darktrace PLC Thoma Bravo, L.P. - Court Sanction of Scheme
24/09/2024 12:38
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RNS Number : 4664F Darktrace PLC 24 September 2024
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
24 September 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
COURT SANCTION OF SCHEME
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"). The
circular in relation to the Scheme was published or made available to
Darktrace Shareholders on 23 May 2024 (the "Scheme Document"). Capitalised
terms used but not defined in this announcement have the meaning given to them
in the Scheme Document.
On 18 June 2024, Darktrace and Bidco announced that the requisite majority of
Scheme Shareholders had approved the Scheme at the Court Meeting and that the
special resolution to, among other things, implement the Scheme was passed by
the requisite majority of Darktrace Shareholders at the General Meeting.
Darktrace and Bidco are pleased to announce that the Court has today granted
the Court Order sanctioning the Scheme pursuant to which the Acquisition is
being implemented.
The Scheme will become effective upon the Court Order being delivered to the
Registrar of Companies, which is expected to occur on 1 October 2024. The
Scheme Record Time is expected to be 6.00 p.m. on 30 September 2024. A further
announcement will be made when the Scheme becomes Effective.
Delisting and Election Return Time for Currency Elections
Listing of Darktrace Shares on the equity shares (commercial companies)
category of the Official List of the Financial Conduct Authority and trading
in Darktrace Shares on the main market of the London Stock Exchange are each
expected to be suspended with effect from 8.00 a.m. on 1 October 2024.
Darktrace Shares are also expected to be disabled in CREST from 6.00 p.m. on
30 September 2024. Therefore, 30 September 2024 will be the last day for
dealings in, and for the registration of transfers of, Darktrace Shares.
It is expected that the listing of Darktrace Shares on the equity shares
(commercial companies) category of the Official List will be cancelled, and
that Darktrace Shares will cease to be admitted to trading on the main market
of the London Stock Exchange, with effect from 8.00 a.m. on 2 October 2024, in
each case subject to the Scheme becoming Effective.
On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid documents of title, and entitlements to Scheme Shares held
in uncertificated form in CREST will be cancelled.
Scheme Shareholders are reminded that the Election Return Time under the
Currency Conversion Facility is expected to be 1.00 p.m. on 30 September 2024.
Unless a Scheme Shareholder makes a valid GBP Currency Election that is
received prior to the Election Return Time, they will receive the
Consideration that is payable to them under the Scheme in US dollars.
Any Scheme Shareholders who wish to make, amend or withdraw a Currency
Election should read Part VIII of the Scheme Document.
All references to time in this announcement are to the time in London, United
Kingdom.
Enquiries
Darktrace +44 (0)20 3805 4852
via Headland
Jefferies (Joint Financial Adviser and Corporate Broker to Darktrace) +44 (0)20 7029 8000
Philip Yates
Dominic Lester
Nandan Shinkre
Paul Bundred
Qatalyst Partners (Joint Financial Adviser to Darktrace) +44 (0)20 3700 8820
Peter Spofforth
Jason DiLullo
Berenberg (Corporate Broker and Connected Adviser to Darktrace) +44 (0)20 3207 7800
Ben Wright
Mark Whitmore
Miles Cox
Milo Bonser
Headland (PR Adviser to Darktrace)
Nigel Prideaux +44 (0)20 3805 4852
Henry Wallers +44 (0)20 3805 4839
Thoma Bravo via FGS Global
Megan Frank, Head of Communications and Marketing
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) +44 (0)207 251 3801
Faeth Birch
Sophie Scott
Alastair Elwen
Amanda Healy
Latham & Watkins (London) LLP is acting as legal adviser to Darktrace.
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 United Kingdom, and Goldman Sachs & Co. LLC
(together, "Goldman Sachs") are acting exclusively for Bidco and Thoma Bravo
as financial advisers and no one else in connection with the Acquisition and
other matters set out in this announcement and will not be responsible to
anyone other than Bidco and Thoma Bravo for providing the protections afforded
to clients of Goldman Sachs, nor for providing advice in connection with the
Acquisition, the content of this announcement or any matter referred to
herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries,
affiliates or branches owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Goldman
Sachs in connection with this announcement, any statement contained herein or
otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to Darktrace and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than Darktrace
for providing the protections afforded to clients of Jefferies nor for
providing advice in relation to the matters set out in this announcement.
Neither Jefferies nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Jefferies in connection with this announcement, any statement
contained herein or otherwise.
Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the UK
by the FCA, is acting exclusively as financial adviser to Darktrace and no one
else in connection with the Acquisition and will not be acting for any other
person and will not be responsible to any person other than Darktrace for
providing the protections afforded to clients of Qatalyst Partners or for
advising any other person in respect of the matters referred to in this
announcement. No representation or warranty, express or implied, is made by
Qatalyst Partners as to the contents of this announcement.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised by the German Federal Financial Supervisory Authority and is
authorised and subject to limited regulation by the FCA in the United Kingdom,
is acting exclusively as a corporate broker and a connected adviser to
Darktrace and no one else in connection with the Acquisition and will not be
responsible to anyone other than Darktrace for providing the protections
afforded to clients of Berenberg nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement. Neither
Berenberg nor any of its affiliates owes or accepts any duty, liability or
responsibility to any person who is not a client of Berenberg in connection
with this announcement, any statement contained herein or otherwise.
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 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 United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Darktrace Shareholders who are not
resident in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any person
(including, without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the UK should refrain from
doing so and seek appropriate professional advice before taking any action.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. Further details in relation to Overseas
Shareholders are contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, will be contained in the offer document).
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 U.S. Darktrace Shareholders
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 U.S. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the UK to schemes
of arrangement which differ from the disclosure requirements of the U.S.
tender offer and proxy solicitation rules. The financial information included
in this announcement has been prepared in accordance with generally accepted
accounting principles of the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.
If, in the future, Bidco exercises its right to implement the Acquisition by
way of an Offer, which is to be made into the United States, such Offer will
be made in compliance with the applicable U.S. laws and regulations.
It may be difficult for U.S. holders of Darktrace Shares to enforce their
rights and any claim arising out of the U.S. federal laws, since Bidco and
Darktrace are located in a non-U.S. jurisdiction, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction. U.S.
holders of Darktrace Shares may not be able to sue a non-U.S. company or its
officers or directors in a non-U.S. court for violations of the U.S.
securities laws. Further, it may be difficult to compel a non-U.S. company and
its affiliates to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Thoma Bravo or their nominees, or their brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, Darktrace Shares outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition becomes Effective, lapses
or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, Goldman Sachs will continue to act as an exempt principal trader
in Darktrace shares on the London Stock Exchange. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website,
www.londonstockexchange.com.
U.S. Darktrace Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. Darktrace Shareholders
are urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.
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 satisfaction of the remaining 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 on the 10th business day
following the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th business day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
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 on the business day following the date of the relevant
dealing.
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 on
the Business Day following this announcement. For the avoidance of doubt,
neither the content of such website nor of any website accessible from
hyperlinks set out in this announcement is incorporated by reference or forms
part of this announcement.
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, West Sussex, BN99 6DA, United Kingdom or by calling +44
(0) 333 207 6394. Calls outside the U.K. will be charged at the applicable
international rate. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to
Friday excluding public holidays in England and Wales. For persons who receive
a copy of this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so requested. In
accordance with Rule 30.3 of the Takeover Code, such persons may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition should be in hard copy form.
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