Form 8.5 (EPT/NON-RI) Darktrace Plc - Replacement

Jefferies International Limited.

24 May 2024

 

AMENDMENT CHANGE TO SECTION 2(a). REPLACES RNS 4454M.

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

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

1.         KEY INFORMATION

(a) Name of exempt principal trader:	Jefferies International Limited
(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:	Darktrace Plc
(d) Date position held/dealing undertaken:      For an opening position disclosure, state the latest practicable date prior to the disclosure	26th April 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.         POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 following the dealing (if any)

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	3,343,745	0.477
(2) Cash-settled derivatives:	4,887,509	0.694	9,289,013	1.320
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:	8,231,254	1.175	9,289,013	1.320

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).

(b)        Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

3.         DEALINGS (IF ANY) 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 3(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	Purchase Sale	4,480,460 6,381,212	623.1853 GBX  624.0000 GBX	515.4000 GBX  533.2000 GBX

(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 (GBX)
1p ordinary	Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap Swap	Increasing a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Opening a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Increasing a short position Opening a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Opening a short position Reducing a short position Reducing a short position Increasing a long position Increasing a long position Reducing a short position Increasing a long position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position Reducing a short position	77,008 91,400 32,700 8,850 47,050 15,800 4,200 77,800 27,800 7,500 39,950 13,400 3,550 94,258 28,279 56,554 50,646 333,569 141,386 169,662 7,260 50,000 50,000 10,000 10,000 100,000 75,000 40,000 600,000 30,000 35,000 20,000 3,000 30,000 80,000 10,000 20,000 50,000 38,585 15,000 95,000 50,000 6,371 50,000 70,000 150,000 120,000 50,000 100,000 41,443 33,557 40,000 50,000 250,000 560 25,000 100,000 30,000 75,000 100,000 15,000 250,000 35,000 60,000 160,000	7.4942 USD 7.5106 USD 7.5106 USD 7.5106 USD 7.5106 USD 7.5106 USD 7.5106 USD 7.5141 USD 7.5141 USD 7.5141 USD 7.5141 USD 7.5141 USD 7.5141 USD 7.5890 USD 7.6228 USD 7.7127 USD 7.7127 USD 7.7226 USD 7.7494 USD 7.7592 USD 515.4500 539.9500 594.9400 595.9400 596.5400 597.0400 597.2400 597.9400 598.8400 598.9400 599.1500 599.5400 599.9400 599.9400 599.9600 600.0100 600.1000 600.2100 600.2400 600.4400 600.4400 600.5100 600.6000 600.7400 600.9400 601.2400 601.2600 601.4400 601.6400 601.9400 601.9400 601.9400 601.9600 602.1500 602.1800 602.4400 602.6400 602.8400 602.8400 604.3400 604.6400 615.6500 615.7200 617.6300 619.0400

(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)

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 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

(c)        Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:	24th May 2024
Contact name:	Robin Greenwood
Telephone number:	020 7029 8595

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