Form 8 (OPD) (Darktrace)

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:	[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