REG - Thoma Bravo, L.P. Darktrace PLC - Offer Update

DarktraceAnnouncement

08/10/2024 08:15

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RNS Number : 2820H  Thoma Bravo, L.P.  08 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

 

8 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.)

 

implemented by means of a Court-sanctioned scheme of arrangement

under Part 26 of the Companies Act 2006

 

AVERAGE MARKET EXCHANGE RATE

 

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 was 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 1 October 2024, Darktrace and Bidco announced that the Scheme had become
Effective.

 

In accordance with the terms of the Scheme Document certain Scheme
Shareholders have elected to receive the Consideration payable to them in GBP
sterling at the Average Market Exchange Rate obtained by Bidco through one or
more market transactions over one or more Business Days following the Scheme
Record Time and before the relevant payment date.

 

Bidco hereby confirms that the Average Market Exchange Rate it has obtained is
$1.30925:£1 and, as a result, the aggregate GBP sterling amount payable to
the Scheme Shareholders who have made a valid Currency Election is
£352,224,450.64 and the GBP sterling equivalent value of the consideration
payable per Scheme Share so elected is approximately £5.92 (rounded to two
decimal places).

 

Enquiries

 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

 

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.

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.

 

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