Form 8 (OPD) (Darktrace - Amended)

RNS Number : 8169X

Darktrace PLC

31 August 2022

 

AMENDMENT TO SECTION 2(a)

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:	0	0.0	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:	0	0.0	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:	[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 .

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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

 

END

 

 

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