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.
21 March 2024
Proposed Secondary Placing of
Shares Representing Approximately 2.5% of the Existing Share
Capital of Darktrace plc ("Darktrace" or the "Company") by
KKR
KKR Dark Aggregator L.P. (the
"Seller") announces its intention to sell shares representing
approximately 2.5% of the existing share capital of the Company
(the "Placing Shares") through a placing to eligible institutional
investors (the "Placing").
The price per Placing Share will be
determined through an accelerated bookbuild process. The bookbuild
process will commence with immediate effect following this
announcement and may close at any time on short notice. A further
announcement will be made following the completion of the bookbuild
and pricing of the Placing. The timing for the close of the
bookbuild and the distribution of allocations will be at the
absolute discretion of the Joint Global Co-ordinators. The Company
is not a party to the Placing and will not receive any proceeds
from the Placing.
The Seller has agreed to a lock-up
period of 60 days, subject to customary exceptions, for the
remaining shares in Darktrace held by funds advised by Kohlberg
Kravis Roberts & Co L.P. and its affiliates.
Jefferies International Limited
("Jefferies") and Joh. Berenberg, Gossler & Co. KG, London
Branch ("Berenberg") will act as Joint Global Co-ordinators and
Joint Bookrunners on the Placing.
ENQUIRIES
Jefferies
Dominic Lester / Luca Erpici / Sam
Barnett / Will Soutar / Oliver Berwin
+44 (0)207 029 8000
Berenberg
Andy Bickerton / Mark Whitmore /
Milo Bonser / Callum Simpson
+44 (0)203 207 7800
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 Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the "Order") or (b) are high net
worth entities falling 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 the Company is not the
responsibility of, and has not been independently verified by, the
Seller, 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") and each of the Seller, the Joint Global Co-ordinators
and Joint Bookrunners or any of their respective Affiliates
disclaim any liability for, and no representation or warranty,
express or implied, is or will be made as to, or in relation to,
such information or any other written or oral information made
available, or publicly available, to any interested party or its
advisers. The information contained in this announcement is for
background purposes only and does not purport to be full or
complete. No reliance may be placed for any purposes whatsoever on
the information contained in this announcement or on its accuracy
or completeness.
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.
Jefferies is authorised and
regulated in the UK by the FCA (registration number 1978621).
Berenberg is authorised and regulated by BaFin and in the UK is
authorised and regulated by the FCA (registration number 959302).
The Joint Global Co-ordinators and Joint Bookrunners, are acting
for the Seller in connection with the Placing and no-one else and
they will not be responsible to anyone other than the Seller 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 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 potential investors needing advice should consult an
independent financial advisor as to the suitability of the placing
for the entity or person concerned. This announcement does not
represent the announcement of a definitive agreement to proceed
with the Placing and accordingly there can be no certainty that the
Placing will proceed. The Seller and the Joint Global Co-ordinators
and Joint Bookrunners reserve the right not to proceed with the
Placing or to vary the terms of the Placing in any way.
This announcement 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 and include statements regarding
intentions, beliefs or current expectations. No assurances can be
given that the forward-looking statements in this announcement will
be realised. As a result, no undue reliance should be placed on
these forward-looking statements as a prediction of actual events
or otherwise.