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:

+44 7866 206158 

 

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 .

 



[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

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