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REG-Form 8.3 and Form 8- AXA INVESTMENT MANAGERS: Darktrace Plc

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FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY 
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

1.        KEY INFORMATION

 (a) Full name of discloser :                                                                                                                                                                                                      AXA Investment Managers S.A.  
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):  T he naming of nominee or vehicle companies is insufficient . For a trust, the trustee(s), settlor and beneficiaries must be named.                                
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:  Use a separate form for each offeror/offeree                                                                                             Darktrace p lc                
 (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree :                                                                                                                                           
 (e) Date position held/dealing undertaken:  For an opening position disclosure, state the la test practicable date prior to the disclosure                                                                                        1 5 August 2022               
 (f ) In addition to the company in 1(c) above , is the discloser making disclosures in respect of any other party to the offer ?  If it is a cash offer or possible cash offer , state “N /A ”                                    N O                           

2.        POSITIONS OF THE PERSON MAKING THE DISCLOSURE

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(c), 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:                                                                                                                      1p ordinary                                   
                                                                                                                                                  Interests                 Short positions     
                                                                                                                                                  Number           %        Number    %         
 (1) Relevant securities owned and/or controlled:                                                                                                 1 1,586 , 006    1 . 63                       
 (2) Cash-settled derivatives :                                                                                                                                                                 
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:                                                               489,131          0.07                         
 TOTAL: AXA Investment Managers does not have discretion regarding voting decisions in respect of 13,581 shares that are included in this total.  1 2 , 075 , 137  1 . 7 0                      

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 PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), 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  Purchase/sale  Number of securities  Price per unit  
                                                                                  

(b)        Cash-settled derivative transactions

 Class of relevant security  Product description e.g. CFD  Nature of dealing e.g. opening /closing a long / short position , increasing/reducing a long / short position  Number of reference securities  Price per unit  
                                                                                                                                                                                                                          

(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 s ecurities to which option relates  Exercise price per unit  Type e.g. American, European etc.  Expiry date  Option money paid/ received per unit  
                                                                                                                                                                                                                                                                                

(ii)        Exercise

 Class of relevant security  Product description e.g. call option  Exercising/ exercised against  Number of securities  Exercise price per unit  
                                                                                                                                                 

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

 Class of relevant security  Nature of dealing e.g. subscription, conversion  Details  Price per unit (if applicable)  
                                                                                                                       

4.        OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

 D etails 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 person 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

 D etails of any agreement, arrangement or understanding , formal or informal, between the person 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?  YES  



 Date of disclosure :  1 6 August 2022    
 Contact name :        Mireille KAHINDO   
 Telephone number * :  +33 1 44 45 97 45  

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.

*If the discloser is a natural person, a telephone number does not need to be
included, provided contact information has been provided to the Panel’s
Market Surveillance Unit.

The Code can be viewed on the Panel’s website at
www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (SBL)

 

DETAILS OF SECURITIES BORROWING AND LENDING AND

FINANCIAL COLLATERAL ARRANGEMENTS BY

PARTIES TO AN OFFER AND PERSONS ACTING IN CONCERT

Note 5(l) on Rule 8 of the Takeover Code (the “Code”)

 

1.        KEY INFORMATION

 

 Full name of person making disclosure:                                               AXA Investment Managers S.A.  
 Name of offeror/offeree in relation to whose relevant securities this form relates:  Darktrace Plc                 

 

 

2.        SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
POSITIONS

 

 Class of relevant security:                                                                                                                                  1p ordinary      
                                                                                                                                                              Number   %       
 Securities borrowed:                                                                                                                                                          
 Securities lent (including securities subject to a security financial collateral arrangement with right of use or a title transfer collateral arrangement):  489,131  0.07%   

 

Details of borrowed relevant securities which have been either on-lent or sold
do not need to be disclosed.

 

3.        SECURITIES BORROWING AND LENDING/FINANCIAL COLLATERAL
TRANSACTIONS

 

 Class of relevant security  Nature of transaction   e.g. securities lending/borrowing, delivery/receipt of recalled securities, entering into financial collateral arrangement with right of use, entering into title transfer collateral arrangement etc.  Number of securities  
                                                                                                                                                                                                                                                                                   

 

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.

 

 

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