Form 8.5 (EPT/RI) - darktrace

GoldmanSachs International

10 July 2024

 

FORM 8.5 (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

Rule 8.5 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Name of exempt principal trader:	(GS) GOLDMAN SACHS INTERNATIONAL
(b) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	DARKTRACE PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	LUKE BIDCO LIMITED (A NEWLY-FORMED COMPANY INDIRECTLY WHOLLY-OWNED BY FUNDS MANAGED AND/OR ADVISED BY THOMA BRAVO, L.P.)
(d) Date dealing undertaken:	09 July 2024
(e) In addition to the company in 1(b) above, is the exempt principal trader 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.         DEALINGS BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)        Purchases and sales

Class of relevant security	Purchases/ sales	Total number of securities	Highest price per unit paid/received	Lowest price per unit paid/received
1p ordinary	Purchases	694,329 245,424	5.8800 GBP 7.5037 USD	5.8329 GBP 7.4847 USD
1p ordinary	Sales	2,771,049 400,000	5.8800 GBP 7.5264 USD	5.8420 GBP 7.4878 USD

(b)        Cash-settled derivative transactions

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit
1p ordinary	CFD	Increasing a short position	1,763	5.8329 GBP
1p ordinary	CFD	Opening a short position	49,002	5.8429 GBP
1p ordinary	CFD	Opening a long position	49,002	5.8429 GBP
1p ordinary	CFD	Reducing a short position	6,279	5.8439 GBP
1p ordinary	CFD	Increasing a short position	1,635	5.8460 GBP
1p ordinary	CFD	Increasing a short position	824	5.8464 GBP
1p ordinary	CFD	Opening a long position	47,231	5.8484 GBP
1p ordinary	CFD	Opening a short position	47,231	5.8484 GBP
1p ordinary	CFD	Reducing a short position	3,954,279	5.8500 GBP
1p ordinary	CFD	Increasing a short position	475	5.8511 GBP
1p ordinary	CFD	Opening a short position	24,970	5.8514 GBP
1p ordinary	CFD	Increasing a short position	4,739	5.8518 GBP
1p ordinary	CFD	Reducing a short position	151,954	5.8525 GBP
1p ordinary	CFD	Opening a long position	69,191	5.8529 GBP
1p ordinary	CFD	Opening a short position	69,191	5.8529 GBP
1p ordinary	CFD	Increasing a short position	481	5.8542 GBP
1p ordinary	CFD	Increasing a short position	622	5.8546 GBP
1p ordinary	CFD	Opening a short position	11,659	5.8549 GBP
1p ordinary	CFD	Increasing a short position	10,461	5.8560 GBP
1p ordinary	CFD	Reducing a short position	538	5.8628 GBP
1p ordinary	CFD	Reducing a short position	90,308	5.8655 GBP
1p ordinary	CFD	Reducing a short position	98,046	5.8791 GBP
1p ordinary	CFD	Increasing a short position	22,567	5.8801 GBP
1p ordinary	CFD	Increasing a short position	2,974	7.4846 USD
1p ordinary	CFD	Increasing a short position	61,562	7.4846 USD
1p ordinary	CFD	Increasing a short position	15,464	7.4846 USD
1p ordinary	CFD	Increasing a short position	49,002	7.4851 USD
1p ordinary	CFD	Increasing a short position	400,000	7.4851 USD
1p ordinary	CFD	Reducing a long position	400,000	7.4851 USD
1p ordinary	CFD	Opening a short position	3,154,279	7.4851 USD
1p ordinary	CFD	Opening a long position	250,000	7.4878 USD
1p ordinary	CFD	Increasing a short position	47,231	7.4902 USD
1p ordinary	CFD	Increasing a short position	69,191	7.5037 USD
1p ordinary	CFD	Increasing a long position	150,000	7.5264 USD

(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date	Option money paid/ received per unit

(ii)        Exercise

Class of relevant security	Product description e.g. call option	Exercising / exercised against	Number of securities	Exercise price per unit

(d)        Other dealings (including subscribing for new securities)

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

3.         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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 exempt principal trader making the disclosure 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

Date of disclosure:	10 July 2024
Contact name:	Papa Lette and Andrzej Szyszka
Telephone number:	[phone] / [phone]

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 [phone].

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

 

END