Form 8.5 (EPT/RI) - Darktrace

GoldmanSachs International
03 May 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:

02 May 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

2,751,745
477,284

6.0200 GBP
7.5347 USD

5.9960 GBP
7.5042 USD

1p ordinary

Sales

2,622,453

6.0260 GBP

5.9990 GBP

 

 

 

(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

Reducing a long position

58,354

6.0028 GBP

1p ordinary

CFD

Reducing a long position

303,920

6.0028 GBP

1p ordinary

CFD

Opening a short position

18,912

6.0045 GBP

1p ordinary

CFD

Reducing a long position

48,324

6.0048 GBP

1p ordinary

CFD

Reducing a long position

251,676

6.0048 GBP

1p ordinary

CFD

Reducing a long position

1,707

6.0052 GBP

1p ordinary

CFD

Reducing a short position

504

6.0054 GBP

1p ordinary

CFD

Reducing a short position

31

6.0054 GBP

1p ordinary

CFD

Reducing a short position

4,016

6.0088 GBP

1p ordinary

CFD

Opening a short position

3,892

6.0101 GBP

1p ordinary

CFD

Reducing a short position

33,644

6.0102 GBP

1p ordinary

CFD

Reducing a short position

1,010

6.0102 GBP

1p ordinary

CFD

Reducing a short position

361

6.0102 GBP

1p ordinary

CFD

Reducing a short position

9,512

6.0102 GBP

1p ordinary

CFD

Opening a short position

83,870

6.0106 GBP

1p ordinary

CFD

Opening a long position

83,870

6.0106 GBP

1p ordinary

CFD

Increasing a short position

6,714

6.0109 GBP

1p ordinary

CFD

Increasing a short position

43,447

6.0115 GBP

1p ordinary

CFD

Increasing a short position

350,000

6.0116 GBP

1p ordinary

CFD

Increasing a short position

43,447

6.0119 GBP

1p ordinary

CFD

Opening a short position

63,334

6.0131 GBP

1p ordinary

CFD

Opening a long position

63,334

6.0131 GBP

1p ordinary

CFD

Opening a short position

201,662

6.0132 GBP

1p ordinary

CFD

Increasing a short position

1,481

6.0147 GBP

1p ordinary

CFD

Reducing a long position

19,574

6.0175 GBP

1p ordinary

CFD

Reducing a long position

222,329

6.0175 GBP

1p ordinary

CFD

Reducing a long position

172,629

6.0202 GBP

1p ordinary

CFD

Reducing a long position

10,000

6.0202 GBP

1p ordinary

CFD

Opening a short position

63,334

7.5192 USD

1p ordinary

CFD

Increasing a short position

16,735

7.5197 USD

1p ordinary

CFD

Increasing a short position

100,000

7.5252 USD

1p ordinary

CFD

Opening a short position

100,000

7.5276 USD

1p ordinary

CFD

Opening a short position

66,094

7.5307 USD

1p ordinary

CFD

Opening a short position

24,594

7.5307 USD

1p ordinary

CFD

Opening a short position

3,466

7.5307 USD

1p ordinary

CFD

Opening a short position

3,891

7.5307 USD

1p ordinary

CFD

Opening a short position

83,870

7.5347 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:

03 May 2024

Contact name:

Papa Lette and Andrzej Szyszka

Telephone number:

+33(1) 4212 1459 / +48(22) 317 4817

 

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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