REG - Darktrace PLC - Scheme of Arrangement becomes Effective

DarktraceAnnouncement

01/10/2024 07:15

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RNS Number : 3424G  Darktrace PLC  01 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

1 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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 24 September 2024, Darktrace and Bidco announced that the Court had
sanctioned the Scheme to implement the Acquisition.

Darktrace and Bidco are pleased to announce that the Court Order has been
delivered to the Registrar of Companies today and, accordingly, the Scheme has
now become Effective in accordance with its terms. Pursuant to the Scheme, the
entire issued share capital of Darktrace is now owned by Bidco.

Settlement of Consideration

Under the terms of the Scheme, each Scheme Shareholder on the Darktrace
register of members at the Scheme Record Time (6.00 p.m. on 30 September 2024)
will be entitled to receive $7.75 for each Scheme Share held at the Scheme
Record Time, subject to any valid Currency Election.

Scheme Shareholders who have made a valid Currency Election will receive their
Consideration in GBP at the Average Market Exchange Rate obtained by Bidco
through one or more market transactions over the coming one or more Business
Days. Bidco will announce the Average Market Exchange Rate that it obtains and
the GBP sterling amount per Scheme Share once such market transactions have
taken place. Scheme Shareholders who have not made a valid Currency Election
will receive their Consideration under the Scheme in US dollars.

Settlement of the Consideration to which each Scheme Shareholder is entitled
will be effected by way of despatch of cheques or settlement via electronic
transfer (for Scheme Shareholders holding Scheme Shares in certificated form)
or through CREST (for Scheme Shareholders holding Scheme Shares in
uncertificated form) as soon as practicable and in any event not later than 14
days after the Effective Date (15 October 2024).

Delisting of Darktrace Shares

Dealings in Darktrace Shares were suspended with effect from 8.00 a.m. today,
1 October 2024. Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the cancellation of the listing
of Darktrace Shares on the equity shares (commercial companies) category of
the Official List and the cancellation of the admission to trading of
Darktrace Shares on the main market of the London Stock Exchange, which are
each expected to take place at 8.00 a.m. tomorrow, 2 October 2024.

Upon the Scheme having become Effective, share certificates in respect of the
Scheme Shares have ceased to be valid documents of title and entitlements to
Scheme Shares held in uncertificated form in CREST are being cancelled.

As a result of this announcement, Darktrace is no longer in an "offer period"
as defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to investors not longer apply.

Board Changes

As the Scheme has now become Effective, as of today's date all of the
non-executive directors of Darktrace have tendered their resignation and
stepped down from the Darktrace Board. Jill Popelka and Cathy Graham will
remain as directors on the Darktrace Board.

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: 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.

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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