Darktrace PLC

Major Shareholding Notification • Aug 31, 2022

National Storage Mechanism | Additional information

RNS Number : 6707X

Darktrace PLC

31 August 2022

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Darktrace plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Darktrace plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held:      The latest practicable date prior to the disclosure	30 August 2022
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	N/A

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of £0.01 each
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	1,521,842	0.2	0	0
(2) Cash-settled derivatives:	0	0	0	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0	0	0
TOTAL:	1,521,842	0.2	0	0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None.
Details, including nature of the rights concerned and relevant percentages:	None.

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Beneficial interests in ordinary shares of £0.01 each held by the directors of Darktrace Plc

Name	Number of ordinary shares	Percentage of total issued share capital
Gordon Hurst	828,508	0.1%
Poppy Gustafsson OBE	3,678,101	0.5%
Catherine Graham	1,156,375	0.2%
Lord David Willetts	49,000	0.01%
Sir Peter Bonfield	49,000	0.01%
Paul Harrison	49,000	0.01%
Vanessa Colomar	4,695,100	0.7%

(b) Options and awards granted under Darktrace plc's share plans held in respect of ordinary shares of £0.01 each by the directors of Darktrace plc  

Name	Share Plan	No. of ordinary shares under option/awards	Vesting Date	Exercise price per share (£)
Poppy Gustafsson OBE	AIP	1,881,331	475,000 - 30 June 24 1,406,331 - 31 October 22	Nil
Catherine Graham	AIP	1,349,047	300,000 - 30 June 24 1,049,047- 31 October 22	Nil

(c) Beneficial interests in ordinary shares of £0.01 each held by of employees of Darktrace Plc which are presumed to be acting in concert with Darktrace plc (the "Presumed Founder Concert Party Shareholders")[1]

Name	Number of Ordinary shares of £0.01	Percentage of total issued share capital
Jack Stockdale OBE	4,247,250	0.6%
Nicole Eagan	13,896,962	1.94%
Al Martin	98,346	0.01%
Alex Markham	56,150	0.01%
Paul Markham	11,500	0.00%
Graeme Kennedy	75,155	0.01%
Julie Dolan	53,917	0.01%
Tim Halbert	60,000	0.01%
Nicholas Trim	4,797,460	0.7%

(d) Options and awards granted under Darktrace plc's share plans held in respect of ordinary shares of £0.01 each by the Presumed Founder Concert Party Shareholders

Name

Share Plan

No. of ordinary shares under option/awards

Vesting Date

Exercise price per share

Jack Stockdale OBE

AIP

150,000

50,000 - 30 June 23

100,000 - 30 June 24

Nil

Share Options

1,275,460

All vested

462,960	£0.0100
625,000	£0.3246
375,000	£0.5270
187,500	£2.0559

Nicole Eagan

AIP

134,475

44,825 - 30 June 23

89,650 - 30 June 24

Nil

Al Martin

AIP

49,530

9,765 - 13 December 22

4,883 - 13 June 23

10,000 - 30 June 23

4,882 - 13 December 23

20,000 - 30 June 24

Nil

Share Options

751,741

All vested

64,241	£0.1395
250,000	£0.3246
250,000	£0.5270
62,500	£2.0559
125,000	£2.0559

Alex Markham

Share Options

709,900

Remaining options to vest:

5,208 - 16 September 22

5,208 - 16 March 23

5,208 - 16 September 23

5,208 - 16 March 24

116,150	£0.0100
250,000	£0.1806
250,000	£0.5270
62,500	£1.0726
31,250	£3.7303

Valerio Vitacolonna

Share Options

313,400

All vested

313,400	£0.0100

Graeme Kennedy

AIP

9,770

4,885 - 13 December 22

2,442 - 13 June 23

2,443 - 13 December 23

Nil

Share Options

156,250

Remaining options to vest:

5,208 - 16 September 22

5,208 - 16 March 23

5,208 - 16 September 23

5,208 - 16 March 24

125,000	£0.1806
31,250	£3.7303

Julie Dolan

AIP

6,510

3,255 - 13 December 22

1,627 - 13 June 23

1,628 - 13 December 23

Nil

Share Options

130,076

Remaining options to vest:

5,208 - 16 September 22

5,208 - 16 March 23

5,208 - 16 September 23

5,208 - 16 March 24

36,326	£1.6135
62,500	£2.0559
31,250	£3.7303

Tim Halbert

AIP

6,510

3,255 - 13 December 22

1,627 - 13 June 23

1,628 - 13

December 23

Nil

Nicholas Trim

AIP

150,000

50,000 - 30 June 23

100,000 - 30 June 24

Nil

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
None.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"
None.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	No
Supplemental Form 8 (SBL)	No

###### Date of disclosure:	31 August 2022
###### Contact name:	James Sporle, General Counsel and Company Secretary
###### Telephone number:	+44 7866 206158

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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[1]           Note: Such persons are presumed to be acting in concert with Darktrace plc by the Panel pursuant to limb (9) of the definition of "acting in concert" as holders of shares in the company at the time of its initial public offering

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