TIDMDARK
RNS Number : 6488N
Jefferies International Limited.
01 October 2021
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 OF THIS ANNOUNCEMENT.
01 October 2021
Results of Secondary Placing in Darktrace Plc ("Darktrace" or
the "Company")
Further to the announcement on 30 September 2021, KKR Dark
Aggregator L.P., Summit DT CLN Holdings 4 and Balderton Capital
SFI, S.L.P. (together the "Sellers"), announce that they have sold
25,000,000 ordinary shares (the "Placing Shares") in the Company at
a price of 750 pence per share (the "Placing").
Each of the Sellers is subject to lock-up arrangements which
were agreed at the time of Darktrace's initial public offering
("IPO") and described in Darktrace's IPO prospectus. The Joint
Global Co-ordinators have now agreed to waive the Sellers' lock-up
arrangements with respect to the Placing Shares being sold by the
Sellers in the Placing. The Sellers' lock-up arrangements as
described in Darktrace's IPO prospectus will otherwise remain in
place in accordance with their respective terms, subject to
exceptions.
Jefferies, Berenberg and KKR Capital Markets acted as Joint
Global Co-ordinators and Joint Bookrunners on the
Placing. Needham and Piper Sandler acted as Joint Bookrunners on the Placing.
ENQUIRIES
Jefferies
Simon Hardy / Dominic Lester / Rob Leach / Luca Erpici / Will
Soutar
+44 (0)207 029 8000
Berenberg
Chris Bowman / Alex Reynolds / Andy Bickerton / Jen Clarke
+44 (0)203 207 7800
KKR Capital Markets
David Bauer / Lauren Hahn / Eric Han
+1 646 627 0270
Needham
Matt Castrovince
+1 212 705 0458
Piper Sandler
Matthew Wolfe
+1 415 369 7298
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 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 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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END
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(END) Dow Jones Newswires
October 01, 2021 02:00 ET (06:00 GMT)
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