TIDMDARK
RNS Number : 7015X
Darktrace PLC
06 May 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and is not a prospectus and not an offer of shares for sale
in any jurisdiction, including in or into Australia, Canada, Japan
or the United States.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any shares referred to in this
announcement except solely on the basis of the information
contained in the prospectus (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, published by Darktrace plc on 30 April
2021 in connection with the offer of ordinary shares in the capital
of the Company (the "Shares") and the admission of such Shares to
the premium listing segment of the Official List of the FCA and to
trading on the main market of London Stock Exchange plc (the
"London Stock Exchange"). A copy of any Prospectus is available on
Darktrace's website at www. darktrace .com subject to certain
access restrictions.
6 May 2021
Darktrace plc
Admission to Trading on the London Stock Exchange
Further to the announcements on 30 April 2021 and 4 May 2021 in
connection with its initial public offering, the Company announces
that its entire issued ordinary share capital, consisting of
697,630,127 Shares, has today been admitted to the premium listing
segment of the Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange's main market for listed
securities under the ticker "DARK".
Following Admission, the Company's employee benefit trust will
hold 54,866,296 Shares, and the share capital of the Company will
consist of 697,630,127 Shares, each with one vote. The Company does
not hold any Shares in treasury. Therefore, the total voting rights
figure of 697,630,127 may be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
Enquiries:
Brunswick (Public Relations adviser to the Company)
Charles Pretzlik / Caroline Daniel
+44 (0)20 7404 5959
DARKTRACE@brunswickgroup.com
Joint Global Co-ordinators and Joint Bookrunners
Jefferies (Sole Sponsor)
Simon Hardy / Dominic Lester / Luca Erpici (Equity Syndicate) /
Nandan Shinkre / Will Soutar
+44 (0)207 029 8000
Berenberg
Chris Bowman / Alex Reynolds / Andy Bickerton (Equity Syndicate)
/ Mark Whitmore / Jen Clarke
+44 (0)203 207 7800
KKR Capital Markets
David Bauer / Lauren Hahn / Eric Han
+1 646 627 0270
Joint Bookrunners
Needham
Matt Castrovince
+1 212 705 0458
Piper Sandler
Matthew Wolfe
+1 415 369 7298
Important legal information
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 by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Japan or the
United States (including its territories and possessions, any State
of the United States and the District of Columbia) or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not constitute or form a part of any
offer or solicitation to purchase or subscribe for, or otherwise
invest in, shares to any person in Australia, Canada, Japan or the
United States (including its territories and possessions, any State
of the United States and the District of Columbia) or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. Any shares referred to herein may not be offered or sold
in the United States unless registered under the Securities Act
except pursuant to a transaction exempt from, or not subject to,
the registration requirements of the Securities Act. The Offer and
sale of Shares referred to herein has not been and will not be
registered under the Securities Act or under the applicable
securities laws of Australia, Canada or Japan. Subject to certain
exceptions, the Shares referred to herein may not be offered or
sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada
or Japan. There will be no public offer of the Shares in Australia,
Canada, Japan, the United States or elsewhere.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act (Financial Promotion) Order 2005
(the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of
the Order (and only where the conditions contained in those
Articles have been, or will at the relevant time be, satisfied);
and (B) are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it
forms part of UK law by virtue of the European Union (Withdrawal)
Act 2018 (all such persons together being referred to as "Relevant
Persons"). In the European Economic Area (the "EEA"), this
announcement is addressed only to and directed only at, persons in
member states who are "qualified investors" within the meaning of
Article 2(e) of the Prospectus Regulation (Regulation ((EU)
2017/1129) ("Qualified Investors"). This announcement must not be
acted on or relied on (i) in the United Kingdom, by persons who are
not Relevant Persons, and (ii) in any member state of the EEA, by
persons who are not Qualified Investors. Any investment or
investment activity to which this announcement relates is available
only to: (i) in the United Kingdom, Relevant Persons; and (ii) in
any member state of the EEA, Qualified Investors, and will be
engaged in only with such persons.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" 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 statements
reflect beliefs of the Directors (including based on their
expectations arising from pursuit of the Group's strategy) as well
as assumptions made by the Directors and information currently
available to the Group. Although the Directors consider that these
beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
Group's actual financial condition, results of operations, cash
flows, liquidity or prospects to be materially different from any
future such metric expressed or implied by such statements. Past
performance cannot be relied upon as a guide to future performance
and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made.
No representation is made or will be made that any forward-looking
statements will come to pass or prove to be correct.
Each of the Company, Jefferies International Limited, Joh.
Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets
Partners LLP , Needham & Company, LLC and Piper Sandler &
Co. and their respective affiliates as defined under Rule 501(b) of
Regulation D under the Securities Act ("affiliates"), expressly
disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
Any subscription or purchase of Shares in the Offer should be
made solely on the basis of information contained in the Prospectus
published by the Company on 30 April 2021 in connection with the
Offer. The information in this announcement is subject to change.
Before subscribing for or purchasing any Shares, persons viewing
this announcement should ensure that they fully understand and
accept the risks set out in the Prospectus. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement
does not form part of or constitute any offer or invitation to sell
or issue, or any solicitation of any offer to purchase or subscribe
for any Shares or any other securities nor shall it (or any part of
it) or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract therefor.
You should not base any financial decision on this announcement.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested.
Persons considering making investments should consult an
authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning
the Offer. The value of shares can decrease as well as increase.
Potential investors should consult a professional advisor as to the
suitability of the Offer for the person concerned. Nothing
contained herein constitutes or should be construed as (i)
investment, tax, financial, accounting or legal advice or a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Group ascertained
the underlying economic assumptions relied upon therein. Certain
data in this announcement, including financial, statistical and
operating information has been rounded. As a result, the totals of
data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages may have been
rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Company's
website are not incorporated by reference into, and does not form
part of, this announcement.
None of Jefferies International Limited, Joh. Berenberg, Gossler
& Co. KG, London Branch, KKR Capital Markets Partners LLP ,
Needham & Company, LLC and Piper Sandler & Co. or any of
their respective affiliates or any of their or their affiliates'
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company, its subsidiaries
or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith.
Each of Jefferies International Limited, Joh. Berenberg, Gossler
& Co. KG, London Branch, KKR Capital Markets Partners LLP ,
Needham & Company, LLC and Piper Sandler & Co. is acting
exclusively for the Company and no one else in connection with the
Offer. They will not regard any other person as their respective
clients in relation to the Offer and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing advice in
relation to the Offer, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the withdrawal of the United Kingdom from the
European Union, Jefferies International Limited, Joh. Berenberg,
Gossler & Co. KG, London Branch, KKR Capital Markets Partners
LLP , Needham & Company, LLC and Piper Sandler & Co. may,
at their discretion, undertake their obligations in connection with
the Offer by any of their affiliates based in the European Economic
Area.
Each of Jefferies International Limited and KKR Capital Markets
Partners LLP is authorised by the Prudential Regulation Authority
and regulated by the Prudential Regulation Authority and the
Financial Conduct Authority in the United Kingdom. Joh. Berenberg,
Gossler & Co. KG, London Branch is authorised and regulated by
the German Federal Financial Supervisory Authority and is deemed
authorised under the Temporary Permissions Regime and subject to
limited regulation by the FCA in the United Kingdom. Each of
Needham & Company, LLC and Piper Sandler & Co. is
authorised and regulated by the US Securities and Exchange
Commission and the Financial Industry Regulatory Authority.
In connection with the Offer, Jefferies International Limited,
Joh. Berenberg, Gossler & Co. KG, London Branch, KKR Capital
Markets Partners LLP , Needham & Company, LLC and Piper Sandler
& Co. and any of their respective affiliates, may take up a
portion of the Shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for
their own accounts in such Shares and other securities of the
Company or related investments in connection with the Offer or
otherwise. Accordingly, references in the Prospectus, once
published, 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 Jefferies International Limited, Joh. Berenberg, Gossler
& Co. KG, London Branch, KKR Capital Markets Partners LLP ,
Needham & Company, LLC and Piper Sandler & Co. and any of
their respective affiliates acting in such capacity. In addition,
Jefferies International Limited, Joh. Berenberg, Gossler & Co.
KG, London Branch, KKR Capital Markets Partners LLP , Needham &
Company, LLC and Piper Sandler & Co. and any of their
respective affiliates may enter into financing arrangements
(including swaps or contracts for differences) with investors in
connection with which they may from time to time acquire, hold or
dispose of Shares. None of Jefferies International Limited, Joh.
Berenberg, Gossler & Co. KG, London Branch, KKR Capital Markets
Partners LLP , Needham & Company, LLC and Piper Sandler &
Co. nor any of their respective affiliates intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
In connection with the Offer, Jefferies International Limited,
as stabilisation manager, or any of its agents, may (but will be
under no obligation to), to the extent permitted by applicable law,
over-allot Shares or effect other transactions with a view to
supporting the market price of the Shares at a level higher than
that which might otherwise prevail in the open market. Jefferies
International Limited is not required to enter into such
transactions and such transactions may be effected on any stock
market, over-the-counter market, stock exchange or otherwise and
may be undertaken at any time during the period commencing on the
date of commencement of conditional dealings of the Shares on the
London Stock Exchange and ending no later than 30 calendar days
thereafter. However, there will be no obligation on Jefferies
International Limited or any of its agents to effect stabilising
transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the Shares above the Offer Price. Save as required by law or
regulation, neither Jefferies International Limited nor any of its
agents intends to disclose the extent of any over-allotments made
and/or stabilisation transactions conducted in relation to the
Offer.
In connection with the Offer, Jefferies International Limited,
as stabilisation manager, may, for stabilisation purposes,
over-allot Shares up to a maximum of 15% of the total number of
Shares comprised in the Offer. For the purposes of allowing it to
cover short positions resulting from any such over-allotments
and/or from sales of Shares effected by it during the stabilisation
period, Jefferies International Limited will enter into
over-allotment arrangements with the Company pursuant to which
Jefferies International Limited may subscribe or procure
subscribers for additional Shares up to a maximum of 15% of the
total number of Shares comprised in the Offer (the "Over-Allotment
Shares") at the Offer Price. The over-allotment arrangements will
be exercisable in whole or in part, upon notice by Jefferies
International Limited, at any time on or before the 30(th) calendar
day after the commencement of conditional trading of the Shares on
the London Stock Exchange. Any Over-Allotment Shares made available
pursuant to the over-allotment arrangements, including for all
dividends and other distributions declared, made or paid on the
Shares, will be subscribed for on the same terms and conditions as
the Shares being issued or sold in the Offer and will form a single
class for all purposes with the other Shares.
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 Shares have been subject to a product approval
process, which has determined that the 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 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" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Shares may decline
and investors could lose all or part of their investment; the
Shares offer no guaranteed income and no capital protection; and an
investment in the 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 any contractual, legal or regulatory selling
restrictions in relation to the Offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies International Limited, Joh. Berenberg,
Gossler & Co. KG, London Branch, KKR Capital Markets Partners
LLP , Needham & Company, LLC and Piper Sandler & Co. 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 Chapters 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
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END
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(END) Dow Jones Newswires
May 06, 2021 02:00 ET (06:00 GMT)
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