Share Buyback Programme
6 December 2021
Darktrace plc Pre-Open Announcement
Darktrace plc announces Share Buyback Programme of up to 4 million Shares
Darktrace plc (DARK.L) ("Darktrace" or the "Company"), a global leader in cyber security AI, today announced that, beginning on or about 7 December 2021, it will commence a share buyback programme (the "Programme") of up to 4 million of its ordinary shares (the "Shares") to be completed on or before 31 December 2022.
The maximum amount allocated to the Programme is £30 million and Darktrace will make appropriate disclosures during the buyback period of the number of shares it has repurchased.
The Programme, the purpose of which is to satisfy, in part, Darktrace's pre-existing obligations arising from its share incentive programmes or for other purposes as permitted under applicable law, will be conducted within the limitations of the authority granted to the Board of Directors of Darktrace plc by its shareholders at its Annual General Meeting held on 24 November 2021, pursuant to which the maximum number of shares that can be bought back by Darktrace is 69,763,690.
Any purchases of Shares by Darktrace in relation to the Programme will be carried out on the London Stock Exchange and in accordance with the parameters prescribed by the Market Abuse Regulation 596/2014 (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018) and Chapter 12 of the Financial Conduct Authority's Listing Rules and will be discontinued in the event that the Company ceases to have the necessary general authority to purchase Shares.
Darktrace intends to enter into an agreement with Jefferies International Limited, together with its affiliates ("Jefferies") to conduct the Programme on its behalf (the "Agreement"). Darktrace will provide instructions to buy back Shares as and when its management believes that, at the time of instruction, these repurchases will be a beneficial use of the cash generated by the Company's operations. From time to time, Darktrace may also provide one or more time-limited, irrevocable, non-discretionary instructions to Jefferies to make trading decisions and repurchase Shares within those instructions independently of Darktrace. Any purchases of Shares made during closed periods pursuant to the Programme shall be made independently of and uninfluenced by Darktrace.
About Darktrace
Darktrace (DARK:L), a global leader in cyber security AI, delivers world-class technology that protects
close to 6,000 customers worldwide from advanced threats, including ransomware and cloud and SaaS attacks. Darktrace's fundamentally different approach applies Self-Learning AI to enable machines to understand the business in order to autonomously defend it. Headquartered in Cambridge, UK, the Group has 1,600 employees and over 30 offices worldwide. Darktrace was named one of TIME magazine's 'Most Influential Companies' for 2021.
Cautionary Statement
This announcement may contain certain forward-looking statements, including with respect to the Company's current targets, expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward ‐ looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and reflect the directors' beliefs and expectations, made in good faith and based on the information available to them at the time of the announcement. Such statements involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward ‐ looking statement and should be treated with caution. Any forward-looking statements made in this announcement by or on behalf of Darktrace speak only as of the date they are made. Except as required by applicable law or regulation, Darktrace expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Enquiries:
Luk Janssens - Head of Investor Relations, Darktrace
Direct: +44 7811 027918
Powerscourt (Public Relations adviser to Darktrace)
Victoria Palmer-Moore/Elly Williamson
Direct +44 (0) 20 3328 9386
darktrace@powerscourt-group.com
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