Darktrace PLC

M&A Activity • May 13, 2024

National Storage Mechanism | Additional information

RNS Number : 2064O

Darktrace PLC

13 May 2024

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	13 MAY 2024
(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:
	Interests		Short positions
Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

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:	NIL
Details, including nature of the rights concerned and relevant percentages:	NIL

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) Interests held by the directors of Darktrace plc, their close relatives and related trusts

Name	No. of ordinary shares in Darktrace plc	Percentage of total issued share capital*
Gordon Hurst	705,7941	0.10%
Poppy Gustafsson	3,849,967	0.54%
Cathy Graham	1,455,6662	0.20%
Lord David Willetts	49,000	0.00%
Sir Peter Bonfield	49,000	0.00%
Paul Harrison	49,000	0.00%

*Figures are rounded down to two decimal places.

1 697,368 ordinary shares are held directly by Gordon Hurst or his wife, legally and beneficially. The remaining 8,426 ordinary shares are held by the close relatives of Gordon Hurst.

2 1,148,919 ordinary shares are held directly by Cathy Graham, legally and beneficially. The remaining 306,747 ordinary shares are held by Equiniti Trust (Jersey) Limited as nominee on behalf of Cathy Graham.

(b) Interests held as options or awards under the share plans of Darktrace plc by the directors of Darktrace plc and their close relatives and related trusts

Name	No. of ordinary shares in Darktrace plc under option or subject to award	Share plan under which option or award was granted	Date of grant	Exercise price (per share) (£)	Vesting date	Lapse / Expiry Date
Poppy Gustafsson	475,000	Executive Director AIP Award	6 May 2021	NIL	Award will vest at the end of the performance period on 30 June 2024	Award lapse to the extent not vested, per the terms of the AIP
332,500	Executive Director AIP Award	21 September 2022	NIL	Award will vest at the end of the performance period on 30 June 2025	Award lapse to the extent not vested, per the terms of the AIP
381,954	Executive Director AIP Award	19 July 2023	NIL	Award will vest at the end of the performance period on 15 September 2026	Award lapse to the extent not vested, per the terms of the AIP
Cathy Graham	300,000	Executive Director AIP Award	6 May 2021	NIL	Award will vest at the end of the performance period on 30 June 2024	Award lapse to the extent not vested, per the terms of the AIP
210,000	Executive Director AIP Award	21 September 2022	NIL	Award will vest at the end of the performance period on 30 June 2025	Award lapse to the extent not vested, per the terms of the AIP
301,438	Executive Director AIP Award	19 July 2023	NIL	Award will vest at the end of the performance period on 15 September 2026	Award lapse to the extent not vested, per the terms of the AIP

(c) Interests held by employees of Darktrace plc presumed to be acting in concert with the company at the time of its IPO

Name	No. of ordinary shares in Darktrace plc	Percentage of total issued share capital*
Jack Stockdale	4,307,250	0.61%
Nicole Eagan	11,187,486	1.59%
Nicholas Trim	2,417,460	0.34%
Alex Markham	19,649	0.00%
Graeme Kennedy	62,983	0.00%
Julie Dolan	77,502	0.01%
Tim Halbert	2,362	0.00%

*Figures are rounded down to two decimal places.

(d) Interests held as options or awards under the share plans of Darktrace plc by employees of Darktrace plc presumed to be acting in concert with the company at the time of its IPO

Name	No. of ordinary shares in Darktrace plc under option or subject to award	Share plan under which option or award was granted	Date of grant	Exercise price (per share) (£)	Vesting date	Lapse / Expiry Date
Jack Stockdale	250,000 (37,500 awarded and vested with 125,000 exercised already)	Share Options	6 December 2016	£0.527040	6 December 2019	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
187,500	Share Options	17 June 2019	£ 2.055897	17 June 2022	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
100,000	AIP - Performance Based Conditional Award	6 May 2021	NIL	30 June 2024	Award lapse to the extent not vested, per the terms of the AIP
70,000	AIP - Performance Based Conditional Award	21 September 2022	NIL	30 June 2025	Award lapse to the extent not vested, per the terms of the AIP
183,408	AIP - Performance Based Conditional Award	19 July 2023	NIL	15 September 2026	Award lapse to the extent not vested, per the terms of the AIP
10,189	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2024	Award lapse to the extent not vested, per the terms of the AIP
10,189	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2025	Award lapse to the extent not vested, per the terms of the AIP
10,189	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2026	Award lapse to the extent not vested, per the terms of the AIP
Nicole Eagan	89,650	AIP - Performance Based Conditional Award	6 May 2021	NIL	30 June 2024	Award lapse to the extent not vested, per the terms of the AIP
46,666	AIP - Performance Based Conditional Award	21 September 2022	NIL	30 June 2025	Award lapse to the extent not vested, per the terms of the AIP
19,963	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2024	Award lapse to the extent not vested, per the terms of the AIP
19,963	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2025	Award lapse to the extent not vested, per the terms of the AIP.
19,962	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2026	Award lapse to the extent not vested, per the terms of the AIP
119,776	AIP - Performance Based Conditional Award	19 July 2023	NIL	15 September 2026	Award lapse to the extent not vested, per the terms of the AIP
Nicholas Trim	100,000	AIP - Performance Based Conditional Award	19 July 2023	NIL	30 June 2024	Award lapse to the extent not vested, per the terms of the AIP
Alex Markham	250,000	Share Options	6 December 2016	£0.527	6 December 2019	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
62,500	Share Options	1 March 2018	£1.072	1 March 2021	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
31,250	Share Options	16 March 2021	£3.73	16 March 2024	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
4,600	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2024	Award lapse to the extent not vested, per the terms of the AIP
4,600	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2025	Award lapse to the extent not vested, per the terms of the AIP
4,600	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2026	Award lapse to the extent not vested, per the terms of the AIP
Graeme Kennedy	125,000	Share Options	6 August 2015	£0.18	6 August 2018	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
31,250	Share Options	16 March 2021	£3.73	16 March 2024	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
1,122	AIP - Time Based Conditional Award	21 February 2022	NIL	1 August 2024	Award lapse to the extent not vested, per the terms of the AIP
1,123	AIP - Time Based Conditional Award	21 February 2022	NIL	1 August 2025	Award lapse to the extent not vested, per the terms of the AIP
Julie Dolan	36,326	Share Options	18 May 2018	£1.6135	18 May 2021	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
62,500	Share Options	10 December 2018	£2.0559	10 December 2021	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
31,250	Share Options	16 March 2021	£3.7307	16 March 2024	Options lapse on 10th anniversary of the date of grant, unless they lapse earlier under the rules of the Option Plan (which will include lapsing 6 months following the sanction of the Scheme by the court)
18,666	AIP - Performance Based Conditional Award	29 September 2022	NIL	30 June 2025	Award lapse to the extent not vested, per the terms of the AIP
5,167	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2024	Award lapse to the extent not vested, per the terms of the AIP
5,167	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2025	Award lapse to the extent not vested, per the terms of the AIP
5,167	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2026	Award lapse to the extent not vested, per the terms of the AIP
Tim Halbert	2,100	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2024	Award lapse to the extent not vested, per the terms of the AIP
2,100	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2025	Award lapse to the extent not vested, per the terms of the AIP
2,100	AIP - Time Based Conditional Award	19 July 2023	NIL	19 July 2026	Award lapse to the extent not vested, per the terms of the AIP

(e) Cash-settle derivatives held by other members of Darktrace plc's concert party

Name	Class of relevant security	Product description	No. of securities to which the derivative relates	Maturity date
Jefferies International Limited (via Leucadia Asset Management)	Ordinary shares	Long swap	8,769	29 August 2025
Jefferies International Limited (via Leucadia Asset Management)	Ordinary shares	Long swap	14,499	29 August 2024
Jefferies International Limited (via Leucadia Asset Management)	Ordinary shares	Short swap	588	29 August 2024

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:	13 May 2024
###### Contact name:	James Sporle
###### Telephone number:	+44 (0) 20 7072 1769

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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