REG - Jefferies Int Ltd. Darktrace PLC Jefferies Int Ltd. - Result of Secondary Placing of Shares in Darktrace

DarktraceAnnouncement

27/04/2022 07:00

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RNS Number : 4434J  Jefferies International Limited.  26 April 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA JAPAN OR SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

26 April 2022

Results of Secondary Placing of Shares in Darktrace plc ("Darktrace")

Further to the announcement on 26(th) April 2022, certain members of
Darktrace's management and employees (the "Employee Shareholders") have
successfully sold, in aggregate, 6,145,658 ordinary shares (the "Placing
Shares") in Darktrace at a price of 410 pence per Placing Share (the
"Placing").

Jefferies International Limited and Jefferies GmbH acted as Sole Global
Coordinator in relation to the Placing ("Jefferies" or the "Global
Coordinator"). Equiniti Financial Services Limited ("Equiniti") was engaged to
sell the Placing Shares on behalf of the Employee Shareholders.

The post-IPO lock-up arrangements, expiring on 1(st) May 2022 have been waived
with respect to the Placing Shares sold on behalf of the Employee Shareholders
in the Placing. All persons discharging managerial responsibilities and
certain senior managers of Darktrace, whether or not selling shares in the
Placing, are subject to a lock up until 2(nd) August 2022, subject to
customary exceptions and exceptions for sales to cover tax arising from
certain share awards. In addition, all other shareholders that have sold
through the Placing are subject to the same lock-up arrangements.

This announcement includes inside information as defined in Article 7 of the
Market Abuse Regulation (EU) No. 596/2014 (as it forms part of UK law pursuant
to the European Union (Withdrawal) Act 2018). Upon publication of this
announcement, this information is now considered in the public domain.

 

ENQUIRIES

Jefferies

Simon Hardy / Rob Leach / Luca Erpici / Will Soutar

+44 (0)207 029 8000

 

 

 

 

 

 

 

 

IMPORTANT NOTICE

The publication or distribution or release of this announcement and the
Placing of the Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. This announcement is for information
purposes only and shall not constitute or form part of an offer to buy, sell,
issue, acquire or subscribe for, or the solicitation of an offer to buy, sell,
issue, acquire or subscribe for any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful. No action has been taken that would permit an offering of such
shares or possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to observe,
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.

Members of the general public are not eligible to take part in the Placing.
This announcement and any offer of securities to which it relates are only
addressed to and directed at (1) in any member state of the European Economic
Area, persons who are qualified investors in such member state within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "EU
Prospectus Regulation") ; and (2) in the United Kingdom, persons who are
qualified investors within the meaning of the Prospectus Regulation as it
forms part of retained EU law by virtue of the European Union (Withdrawal) Act
2018 (the "UK Prospectus Regulation") ("Qualified Investors")who (a) have
professional experience in matters relating to investments who fall within
article 19(5) of the Financial Services and Market Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (b) fall within article
49(2)(a) to (d) of the Order or (c) are persons to whom an offer of the
Placing Shares may otherwise lawfully be made ("Relevant Persons").  The
information regarding the Placing set out in this announcement must not be
acted on or relied on by persons in the European Economic Area who are not
Qualified Investors or by persons in the United Kingdom who are not Relevant
Persons. Any investment or investment activity to which this announcement
relates is available in the European Economic Area only to Qualified Investors
and in the United Kingdom only to Relevant Persons and will be engaged in only
with such persons.

In particular, this announcement does not constitute or form part of any offer
to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer
to buy, sell, issue, acquire, or subscribe for any securities in the United
States, Australia, Canada, Japan, South Africa or any other jurisdiction into
which such offer or solicitation would be unlawful.

The Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered, sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States.

No public offering of the securities referred to herein is being made in the
United Kingdom, the United States, Australia, Canada, Japan, South Africa or
any other jurisdiction.

No offer and sale of Placing Shares is or will be made in Canada, except to
persons who are: (a) an "accredited investor" within the meaning of Section
1.1 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of the
Canadian Securities Administrators or subsection 73.3(1) of the Securities Act
(Ontario) (the "OSA"), as applicable, and is either purchasing the Placing
Shares as principal for its own account, or is deemed to be purchasing the
Placing Shares as principal for its own account in accordance with applicable
Canadian securities laws, for investment only and not with a view to resale or
redistribution; (b) such person was not created or used solely to purchase or
hold the Placing Shares as an accredited investor under NI 45-106; (c) a
"permitted client" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations ("NI
31-103") of the Canadian Securities Administrators; and (d) entitled under
applicable Canadian securities laws to purchase the Placing Shares without the
benefit of a prospectus under such securities laws.

No prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of Darktrace is not the
responsibility of, and has not been independently verified by, Darktrace,
Equiniti, the Global Coordinator, or any of its respective affiliates (as such
term is defined under Rule 501(b) of Regulation D of the Securities Act)
(each, an "Affiliate"). The information contained in this announcement is for
background purposes only and does not purport to be full or complete.

In connection with the Placing, the Global Coordinator or any of their
Affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such Placing Shares and other securities of Darktraceor related
investments in connection with the Placing or otherwise. Accordingly,
references to the shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, the Global Coordinator and
any of its Affiliates acting as investors for their own accounts. The Global
Coordinator do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Global Coordinator.

Jefferies International Limited is authorised and regulated by the Financial
Conduct Authority in the United Kingdom. Jefferies GmbH is registered in
Germany and authorised and regulated by the Bundesanstalt für
Finanzdienstleistungsaufsicht. Jefferies International Limited and Jefferies
GmbH are acting for Equiniti in connection with the Placing and no-one else
and they will not be responsible to anyone other than Equiniti for providing
the protections afforded to any of their clients or for providing advice in
relation to the Placing or any other matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Darktrace, Global Coordinator or by any of their respective Affiliates or
agents as to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in Darktrace's
securities. The price of shares and the income from them may go down as well
as up and investors may not get back the full amount invested on disposal of
the shares. Past performance is no guide to future performance and persons
needing advice should consult an independent financial advisor.

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to Darktrace's business, in particular from changes in
political conditions, economic conditions, evolving business strategy, or the
oil and gas industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

 

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the ordinary shares in Darktrace
(the "Ordinary Shares") are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in paragraph 3   of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution
through all permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of Ordinary Shares may decline and investors could lose all or part
of their investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Global Coordinator will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares. Each Distributor is responsible for undertaking its own
target market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.

 

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