15 August 2022
Darktrace plc (“Darktrace” or the “Company”)
Receipt of Preliminary Approach
The Board of Darktrace notes the recent media speculation and confirms that, following receipt of a number of preliminary and conditional proposals, it is in the early stages of discussions with Thoma Bravo, L.P. (“Thoma Bravo“) regarding a possible cash offer for the entire issued and to be issued share capital of the Company.
Discussions are at a preliminary stage and there can be no certainty that any offer will be made, nor as to the terms of any such offer.
Under Rule 2.6(a) of the City Code on Takeovers and Mergers, Thoma Bravo must by not later than 5.00 p.m. on 12 September 2022, either announce a firm intention to make an offer for Darktrace in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
As a consequence of this announcement, an 'offer period' has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.
END