GoldmanSachs International Form 8.5 (EPT/RI) - Darktrace

RNS Number : 9703W

GoldmanSachs International

18 July 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:	17 July 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	132,532 3,677,534	5.7660 GBP 7.5139 USD	5.7360 GBP 7.4851 USD
1p ordinary	Sales	1,666,544 791	5.7960 GBP 7.4757 USD	5.7340 GBP 7.4757 USD

 

 

 

(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	Increasing a long position	171	5.7416 GBP
1p ordinary	CFD	Reducing a short position	607	5.7562 GBP
1p ordinary	CFD	Increasing a long position	182	5.7616 GBP
1p ordinary	CFD	Increasing a long position	407	5.7636 GBP
1p ordinary	CFD	Reducing a short position	71	7.4740 USD
1p ordinary	CFD	Reducing a short position	536	7.4740 USD
1p ordinary	CFD	Reducing a short position	184	7.4740 USD
1p ordinary	CFD	Increasing a short position	6,441	7.4834 USD
1p ordinary	CFD	Opening a short position	1,528	7.4996 USD
1p ordinary	CFD	Opening a short position	222	7.4996 USD
1p ordinary	CFD	Increasing a short position	47,236	7.5060 USD
1p ordinary	CFD	Increasing a short position	23,994	7.5060 USD
1p ordinary	CFD	Increasing a short position	7,451	7.5060 USD
1p ordinary	CFD	Increasing a short position	46,000	7.5060 USD
1p ordinary	CFD	Increasing a short position	1,773	7.5060 USD
1p ordinary	CFD	Increasing a short position	503,231	7.5061 USD
1p ordinary	CFD	Increasing a short position	255,619	7.5061 USD
1p ordinary	CFD	Increasing a short position	79,385	7.5061 USD
1p ordinary	CFD	Increasing a short position	490,063	7.5061 USD
1p ordinary	CFD	Increasing a short position	18,886	7.5061 USD
1p ordinary	CFD	Increasing a short position	97,644	7.5138 USD
1p ordinary	CFD	Increasing a short position	76,737	7.5138 USD
1p ordinary	CFD	Opening a short position	755,050	7.5140 USD
1p ordinary	CFD	Opening a short position	28,337	7.5140 USD
1p ordinary	CFD	Opening a short position	119,110	7.5140 USD
1p ordinary	CFD	Opening a short position	735,294	7.5140 USD
1p ordinary	CFD	Opening a short position	383,533	7.5140 USD
1p ordinary	SWAP	Reducing a long position	1,550,391	5.7960 GBP
1p ordinary	SWAP	Increasing a long position	1,550,391	5.7960 GBP

 

 

 

(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:	18 July 2024
Contact name:	Papa Lette and Andrzej Szyszka
Telephone number:	[phone] / [phone]

 

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.

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