TIDMDARK

RNS Number : 9183N

Darktrace PLC

04 October 2021

TR-1: Standard form for notification of major holdings

 
 
                                                                                Darktrace plc 
   1a. Identity of the issuer or the underlying                           LEI: 213800PC5S5P9CSNFC90 
   issuer of existing shares to which voting                               Maurice Wilkes Building 
   rights are at- tached ii :                                         St John's Innovation Park, Cowley 
                                                                               Road Cambridge, 
                                                                            United Kingdom CB4 0DS 
                                                 ----------------------------------------------------------------- 
 1b. Please indicate if the issuer is a non-UK issuer (please mark with 
  an "X" if appropriate) 
 Non-UK issuer 
                                                                                                ------------------ 
 2. Reason for the notification (please mark the appropriate box or boxes 
  with an "X") 
 An acquisition or disposal of voting rights                                                            X 
                                                                                                ------------------ 
 An acquisition or disposal of financial instruments 
                                                                                                ------------------ 
 An event changing the breakdown of voting rights 
                                                                                                ------------------ 
 Other (please specify) iii : 
                                                                                                ------------------ 
 3. Details of person subject to the notification obligation iv 
 Name                                             KKR Dark Aggregator L.P. 
                                                 ----------------------------------------------------------------- 
 City and country of registered office            Grand Cayman, Cayman Islands 
  (if applicable) 
                                                 ----------------------------------------------------------------- 
 4. Full name of shareholder(s) (if different from 3.) v 
 Name                                             - 
                                                 ----------------------------------------------------------------- 
 City and country of registered office            - 
  (if applicable) 
                                                 ----------------------------------------------------------------- 
 5. Date on which the threshold was               30/09/2021 
  crossed or reached (vi) : 
                                                 ----------------------------------------------------------------- 
 6. Date on which issuer notified (DD/MM/YYYY):   01/10/2021 
                                                 ----------------------------------------------------------------- 
 7. Total positions of person(s) subject to the notification obligation 
                            % of voting rights     % of voting rights                            Total number 
                               at- tached to       through financial          Total of both       of voting rights 
                              shares (to- tal        instru- ments            in % (8.A + 8.B)    held in issuer 
                                 of 8. A)           (total of 8.B 1                               (8.A + 8.B) vii 
                                                        + 8.B 2) 
                         ----------------------  --------------------  -----------------------  ------------------ 
 Resulting situation 
  on the date on 
  which 
  threshold was 
  crossed or reached        8.588%                  -                     8.588%                   59,913,263 
                         ----------------------  --------------------  -----------------------  ------------------ 
 Position of previous 
  notification              -                       -                     - 
  (if applicable) 
                         ----------------------  --------------------  -----------------------  ------------------ 
 
 
 
 8. Notified details of the resulting situation on the date on which the 
  threshold was crossed or reached viii 
 A: Voting rights attached to shares 
 Class/type of          Number of voting rights ix                     % of voting rights 
  shares 
  ISIN code (if 
  possible) 
                       ---------------------------------------------  -------------------------------------------- 
                                   Direct               Indirect                    Direct             Indirect 
                                   (DTR5.1)              (DTR5.2.1)                (DTR5.1)             (DTR5.2.1) 
                       ---------------------  ----------------------  ---------------------  --------------------- 
 GB00BNYK8G86           59,913,263             -                       8.588%                 - 
                       ---------------------  ----------------------  ---------------------  --------------------- 
 
 
 SUBTOTAL 8. A                                      59,913,263                                         8.588% 
                       ---------------------------------------------  -------------------------------------------- 
 
 B 1: Financial Instruments according to DTR5.3.1R (1) (a) 
                                                                       Number of voting 
   Type of financial      Expiration            Exercise/ Conversion   rights that may be       % of voting rights 
   in- strument           date x                Period xi              acquired if the 
                                                                       instrument 
                                                                       is 
                                                                       exercised/converted. 
                       ---------------------  ----------------------  ---------------------  --------------------- 
 
 
 
                                               SUBTOTAL 8. B 1 
                                              ----------------------  ---------------------  --------------------- 
 
 
 
 B 2: Financial Instruments with similar economic effect according to DTR5.3.1R 
  (1) (b) 
 Type of financial   Expiration   Exercise/      Physical or        Number of 
  instrument          date x       Conversion     cash Settlement    voting rights     % of voting rights 
                                   Pe- riod xi    xii 
                    -----------  -------------  -----------------  ---------------  --------------------- 
 
 
 
                                                 SUBTOTAL 8.B.2 
                                                -----------------  ---------------  --------------------- 
 
 
 9. Information in relation to the person subject to the notification 
  obligation (please mark the applicable box with an "X") 
 Person subject to the notification obligation is not controlled by                                 X 
  any natural person or legal entity and does not control any other 
  undertaking(s) holding directly or indirectly an interest in the (underlying) 
  issuer xiii 
                                                                                       ---------------------------- 
 Full chain of controlled undertakings through which the voting rights 
  and/or the 
  financial instruments are effectively held starting with the ultimate 
  controlling natural person or legal entity (please add additional 
  rows as necessary) xiv 
                                                                                       ---------------------------- 
                                 % of voting rights           % of voting rights              Total of both if 
                                   if it equals or             through financial            it equals or is higher 
                    Name xv       is higher than the           in- struments if              than the notifiable 
                                 notifiable threshold       it equals or is higher                threshold 
                                                                   than the 
                                                             notifiable threshold 
                              -----------------------  ----------------------------  ------------------------------ 
 
 
 
 
 
 
 10. In case of proxy voting, please identify: 
 Name of the proxy holder                               - 
                                                       ------------------------------------------------------------ 
 The number and % of voting rights held                 - 
                                                       ------------------------------------------------------------ 
 The date until which the voting rights                 - 
  will be held 
                                                       ------------------------------------------------------------ 
 
 
 
 11. Additional information xvi 
 
   - 
 
 
 Place of completion   London, UK 
 Date of completion    5 October 2021 
                      --------------- 
 

Notes

i Please note this form should be read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter

ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in DTR5.3.1.

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in DTR5.2.1 (b) to (h), the following list is provided as indication of the persons who should be mentioned:

- in the circumstances foreseen in DTR5.2.1 (b), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

- in the circumstances foreseen in DTR5.2.1 (c), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

- in the circumstances foreseen in DTR5.2.1 (d), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

- in the circumstances foreseen in DTR5.2.1 (e), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

- in the circumstances foreseen in DTR5.2.1 (g), the natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can exercise the voting rights at his discre- tion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

v Applicable in the cases provided for in DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to DTR5.2 unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

vii The total number of voting rights held in the issuer shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

viii If the holding has fallen below the lowest applicable threshold, please note that it might not be necessary to disclose the extent of the holding, only that the new holding is below that threshold.

ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.

x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (DTR 5.3.3.A).

xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only in this way will the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain by numbering each chain accordingly. Please see the below example:

Name of ultimate controlling person A (chain 1)

Name of controlled undertaking B

Name of controlled undertaking C

Name of ultimate controlling person A (chain 2)

Name of controlled undertaking B

Name of controlled undertaking D

Name of ultimate controlling person A (chain3)

Name of controlled undertaking E

Name of controlled undertaking F

xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

xvi Example: Correction of a previous notification.

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October 04, 2021 06:35 ET (10:35 GMT)

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