REG - Darktrace PLC - Announcement of Cancellation of Listing

DarktraceAnnouncement

02/10/2024 09:00

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RNS Number : 5494G  Darktrace PLC  02 October 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

2 October 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

CANCELLATION OF LISTING

Further to the announcement by Darktrace plc ("Darktrace") and Luke Bidco
Limited ("Bidco") on 1 October 2024 that the Scheme to give effect to the
acquisition of Darktrace by Bidco had become effective in accordance with its
terms, Darktrace confirms that the listing of Darktrace Shares on the equity
shares (commercial companies) category of the Official List of the Financial
Conduct Authority and the admission to trading of Darktrace Shares on the main
market of the London Stock Exchange were each cancelled with effect from 8.00
a.m. today, 2 October 2024.

This announcement should be read in conjunction with the full text of the
circular in relation to the Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 to implement the Acquisition published 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.

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.

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