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

DarktraceAnnouncement

28/07/2023 07:00

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RNS Number : 5457H  Jefferies International Limited.  28 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN 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.

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

28 July 2023

Results of Secondary Placing in Darktrace Plc

Further to the announcement on 27 July 2023, the final number of shares in
Darktrace Plc ("Darktrace" or the "Company") Summit DT Equity Holdings 3 LP
("Summit Partners" or the "Seller") has sold to a limited number of
institutional investors, is 20,800,000, representing approximately 3.0% of the
existing share capital in Darktrace (the "Placing").

Jefferies International Limited (the "Manager") acted as Sole Global
Coordinator and Sole Bookrunner in connection with the Placing.

Settlement of the Placing is expected on 1 August 2023. Subject to certain
exceptions or obtaining prior consent from the Manager, Summit Partners will
not make additional sales of shares in Darktrace for a period of 60 days.

The Company will not receive any proceeds from the Placing.

ENQUIRIES

Jefferies

Simon Hardy / Luca Erpici / Oliver Berwin

+44 (0)207 029 8000

 

Summit Partners

+44 (0)20 7659 7500

 

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 the United Kingdom and 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 "Prospectus Regulation") or the United Kingdom 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"); and (2) in the United Kingdom, 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 prospectus or offering document has been or will be prepared in connection
with the Placing.  The publicly available information of the Company is not
the responsibility of, and has not been independently verified by, the
Sellers, the Joint Global Co-ordinators and Joint Bookrunners, or any of their
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 Joint Global Co-ordinators and Joint
Bookrunners 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 the Company or 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 Joint Global Co-ordinators and Joint Bookrunners and any of
their Affiliates acting as investors for their own accounts. The Joint Global
Co-ordinators and Joint Bookrunners 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.

The Joint Global Co-ordinators and Joint Bookrunners, are acting for the
Sellers in connection with the Placing and no-one else and they will not be
responsible to anyone other than the Sellers for providing 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 the Joint Global Co-ordinators and Joint Bookrunners or by any of their
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 the Company'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.

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 the Company
(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 Joint Global Co-ordinators and Joint Bookrunners
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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