REG - Berenberg Darktrace PLC - Form 8.5 (EPT/NON-RI) - Darktrace PLC

DarktraceAnnouncement

17/08/2022 10:30

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RNS Number : 3292W  Berenberg  17 August 2022

FORM 8.5 (EPT/NON-RI)

 

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR
WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Name of exempt principal trader:                                             Joh. Berenberg, Gossler & Co. KG
 (b) Name of offeror/offeree in relation to whose relevant securities this form   Darktrace PLC
 relates:

      Use a separate form for each offeror/offeree
 (c) Name of the party to the offer with which exempt principal trader is         Darktrace PLC
 connected:
 (d) Date position held/dealing undertaken:                                       16/08/2022

      For an opening position disclosure, state the latest practicable date
 prior to the disclosure
 (e) In addition to the company in 1(b) above, is the exempt principal trader     NO
 making disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE EXEMPT PRINCIPAL TRADER

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(b), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing
(if any)

 

 Class of relevant security:                                          ORD 1p

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     0       0      0         0
 (2) Cash-settled derivatives:                                        0       0      0         0

 (3) Stock-settled derivatives (including options) and agreements to  0       0      0         0
 purchase/sell:
 2                                                                    0       0      0         0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

(b)        Rights to subscribe for new securities (including directors'
and other employee options)

 

 Class of relevant security in relation to which subscription right exists:
 Details, including nature of the rights concerned and relevant percentages:

 

 

3.         DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

                                                                           (GBP)                                 (GBP)
 Ordinary shares             Purchases         358,577                     5.188                                 4.848250
 Ordinary shares             Sales             358,577                     5.30                                  4.891

 

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security  Nature of dealing               Details  Price per unit (if applicable)

                             e.g. subscription, conversion

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the exempt
 principal trader making the disclosure and any party to the offer or any
 person acting in concert with a party to the offer:

 Irrevocable commitments and letters of intent should not be included.  If
 there are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the exempt principal trader making the disclosure and any other person
 relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"
 None

 

(c)        Attachments

 

 Is a Supplemental Form 8 (Open Positions) attached?  NO

 

 

 Date of disclosure:  17/08/2022
 Contact name:        Paul Tiernan
 Telephone number:    020 3207 7881 / 07966 464 800

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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