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DARK Darktrace Plc

576.80
0.00 (0.00%)
14 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Darktrace Plc LSE:DARK London Ordinary Share GB00BNYK8G86 ORD GBP0.01
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 576.80 0.00 00:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 576.80 GBX

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Date Time Title Posts
30/10/202419:37Darktrace - ai Cybersecurity4,241
18/5/202216:24A Dark Cloud hanging over the UK: Who is that?12
19/12/202118:07Sentiment Riles 1

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Posted at 01/10/2024 07:25 by apotheki
1 October 2024

RECOMMENDED CASH ACQUISITION

of

Darktrace plc

by

Luke Bidco Limited

(a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 26 April 2024, the boards of directors of Luke Bidco Limited ("Bidco") and Darktrace plc ("Darktrace") announced that they had reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Darktrace (the "Acquisition").

The Acquisition is being implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published or made available to Darktrace Shareholders on 23 May 2024 (the "Scheme Document"). Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

On 24 September 2024, Darktrace and Bidco announced that the Court had sanctioned the Scheme to implement the Acquisition.

Darktrace and Bidco are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become Effective in accordance with its terms. Pursuant to the Scheme, the entire issued share capital of Darktrace is now owned by Bidco.

Settlement of Consideration

Under the terms of the Scheme, each Scheme Shareholder on the Darktrace register of members at the Scheme Record Time (6.00 p.m. on 30 September 2024) will be entitled to receive $7.75 for each Scheme Share held at the Scheme Record Time, subject to any valid Currency Election.

Scheme Shareholders who have made a valid Currency Election will receive their Consideration in GBP at the Average Market Exchange Rate obtained by Bidco through one or more market transactions over the coming one or more Business Days. Bidco will announce the Average Market Exchange Rate that it obtains and the GBP sterling amount per Scheme Share once such market transactions have taken place. Scheme Shareholders who have not made a valid Currency Election will receive their Consideration under the Scheme in US dollars.

Settlement of the Consideration to which each Scheme Shareholder is entitled will be effected by way of despatch of cheques or settlement via electronic transfer (for Scheme Shareholders holding Scheme Shares in certificated form) or through CREST (for Scheme Shareholders holding Scheme Shares in uncertificated form) as soon as practicable and in any event not later than 14 days after the Effective Date (15 October 2024).

Delisting of Darktrace Shares

Dealings in Darktrace Shares were suspended with effect from 8.00 a.m. today, 1 October 2024. Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the cancellation of the listing of Darktrace Shares on the equity shares (commercial companies) category of the Official List and the cancellation of the admission to trading of Darktrace Shares on the main market of the London Stock Exchange, which are each expected to take place at 8.00 a.m. tomorrow, 2 October 2024.

Upon the Scheme having become Effective, share certificates in respect of the Scheme Shares have ceased to be valid documents of title and entitlements to Scheme Shares held in uncertificated form in CREST are being cancelled.

As a result of this announcement, Darktrace is no longer in an "offer period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to investors not longer apply.

Board Changes

As the Scheme has now become Effective, as of today's date all of the non-executive directors of Darktrace have tendered their resignation and stepped down from the Darktrace Board. Jill Popelka and Cathy Graham will remain as directors on the Darktrace Board.

All references to time in this announcement are to the time in London, United Kingdom.
Posted at 20/9/2024 15:57 by apotheki
RECOMMENDED CASH ACQUISITION

of

Darktrace plc

by

Luke Bidco Limited

(a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)

to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006


Summary

· The boards of directors of Luke Bidco Limited ("Bidco") and Darktrace plc ("Darktrace") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Darktrace. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

· Under the terms of the Acquisition, each Darktrace Shareholder will be entitled to receive:

for each Darktrace Share: $7.75 in cash

· The GBP equivalent value of the Acquisition price per Darktrace Share based on the Announcement Exchange Rate, being 620 pence, represents a premium of approximately:

o 44.3 per cent. to the volume-weighted average price of 429.9 pence per Darktrace Share for the three-month period ended 25 April 2024 (being the last Business Day before the date of this announcement);

o 20.0 per cent. to the Closing Price of 517.0 pence per Darktrace Share on 25 April 2024 (being the last Business Day before the date of this announcement);

o 19.6 per cent. to the highest closing share price of 518.6 pence per Darktrace Share for the twelve month period ended 25 April 2024 (being the last Business Day before the date of this announcement);

o 46.0 per cent. to the 21 March 2024 secondary placing price of 425.0 pence per Darktrace Share; and

o 148.1 per cent. to the IPO price of 250 pence per Darktrace Share on 30 April 2021.

· The Acquisition values Darktrace's entire issued, and to be issued, ordinary share capital at approximately $5,315 million on a fully diluted basis and implies an enterprise value of approximately $4,992 million (which is equivalent to £4,254 million and £3,995 million respectively based on the Announcement Exchange Rate) and a multiple of approximately 34 times Darktrace's Adjusted EBITDA for the twelve months ended 31 December 2023 of $146 million.

· Bidco will procure that a facility will be made available under which Scheme Shareholders will be able to elect (subject to the terms and conditions of the facility) to receive the cash consideration in Sterling (after deduction of any transaction or dealing costs associated with the conversion) at the applicable market exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date. Further details of this facility and the election by Scheme Shareholders wishing to receive their cash consideration in Sterling will be set out in the Scheme Document and the Form of Election. On the basis of the Announcement Exchange Rate, the cash consideration implies an equivalent value of 620 pence per Darktrace Share. For any Scheme Shareholder electing to be paid their cash consideration in Sterling, the amount per Darktrace Share received may, depending on the prevailing exchange rate, result in a payment below or above 620 pence per Darktrace Share.

· If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value is announced, declared, made or paid or becomes payable in respect of the Darktrace Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Darktrace Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value, in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Darktrace Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
Posted at 26/4/2024 14:55 by apotheki
British cybersecurity firm Darktrace on Friday announced it had agreed a sale to U.S. private equity giant Thoma Bravo, for an all-cash offer of $5.315 million.

Investors are set to receive $7.75 in cash for each share held, under the terms recommended by the board.

Its move private will be seen as a major blow to the London Stock Exchange, where it listed in 2021. The company was seen as a welcome dynamic addition to a market often characterized as less appealing to technology firms than those in the U.S. or Asia, and stacked with “old economy” players, such as miners and oil and gas companies.

Darktrace specifically referenced its belief that it is undervalued in the U.K. as a reason for the sale. In a statement, it said its board believes the firm’s operational and financial “achievements” are not reflected in its valuation and that shares are trading “at a significant discount to its global peer group.”

Darktrace was founded in 2013 and is based in the U.K. city of Cambridge, which has attracted a cluster of tech firms over the last decade. It specializes in artificial intelligence-based protection against cloud attacks for large companies and events, and has roughly 2,300 employees based worldwide.

Thoma Bravo said the acquisiton would increase its exposure to the large and growing cybersecurity market, and that its investment in Darktrace would help scale the business globally.

The deal represents a 44.3% premium to the average volume-weighted Darktrace share price in the three months to April 25, according to the release.
Posted at 26/4/2024 09:04 by wad collector
Blackhorse, I think you have forgotten that you already claim to have sold here and bought your other ramps.

Blackhorse23 - 26 Apr 2024 - 09:26:43 - 4109 of 4111 Darktrace - ai Cybersecurity - DARK
Out with profit & going to reinvest into GNC
Blackhorse23 - 22 Mar 2024 - 11:26:59 - 4046 of 4111 Darktrace - ai Cybersecurity - DARK
Money moving to APH [LSE] , excellent profitable healthcare company
Blackhorse23 - 13 Sep 2023 - 10:03:33 - 3841 of 4111 Darktrace - ai Cybersecurity - DARK
Switched to NCC , better value tech stock
Blackhorse23 - 30 Aug 2023 - 14:14:05 - 3821 of 4111 Darktrace - ai Cybersecurity - DARK
Switched to NCC , better tech company than here
Blackhorse23 - 31 Jan 2023 - 16:50:01 - 3328 of 4111 Darktrace - ai Cybersecurity - DARK
Will drop below 100p ? Serious accounting fraud
Blackhorse23 - 25 Jan 2023 - 09:23:54 - 3218 of 4111 Darktrace - ai Cybersecurity - DARK
Sold it with profit & reinvested in CURY

Its much easier to be honest , then you don't have to remember your previoius claims...
Posted at 26/4/2024 07:35 by apotheki
RECOMMENDED CASH ACQUISITION of Darktrace plc / LSE:DARK

Under the terms of the Acquisition, each Darktrace Shareholder will be entitled to receive:

for each Darktrace Share: $7.75 in cash

· The GBP equivalent value of the Acquisition price per Darktrace Share based on the Announcement Exchange Rate, being 620 pence, represents a premium of approximately:

44.3 per cent. to the volume-weighted average price of 429.9 pence per Darktrace Share for the three-month period ended 25 April 2024 (being the last Business Day before the date of this announcement)
Posted at 26/4/2024 07:15 by bigbigdave
26 APRIL 2024

RECOMMENDED CASH ACQUISITION

of

Darktrace plc

by

Luke Bidco Limited

(a newly-formed company indirectly wholly-owned by funds managed and/or advised by Thoma Bravo, L.P.)

to be implemented by means of a scheme of arrangement

under Part 26 of the Companies Act 2006



Summary

· The boards of directors of Luke Bidco Limited ("Bidco") and Darktrace plc ("Darktrace") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Darktrace. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

· Under the terms of the Acquisition, each Darktrace Shareholder will be entitled to receive:

for each Darktrace Share: $7.75 in cash

· The GBP equivalent value of the Acquisition price per Darktrace Share based on the Announcement Exchange Rate, being 620 pence, represents a premium of approximately:

o 44.3 per cent. to the volume-weighted average price of 429.9 pence per Darktrace Share for the three-month period ended 25 April 2024 (being the last Business Day before the date of this announcement);

o 20.0 per cent. to the Closing Price of 517.0 pence per Darktrace Share on 25 April 2024 (being the last Business Day before the date of this announcement);

o 19.6 per cent. to the highest closing share price of 518.6 pence per Darktrace Share for the twelve month period ended 25 April 2024 (being the last Business Day before the date of this announcement);

o 46.0 per cent. to the 21 March 2024 secondary placing price of 425.0 pence per Darktrace Share; and

o 148.1 per cent. to the IPO price of 250 pence per Darktrace Share on 30 April 2021.

· The Acquisition values Darktrace's entire issued, and to be issued, ordinary share capital at approximately $5,315 million on a fully diluted basis and implies an enterprise value of approximately $4,992 million (which is equivalent to £4,254 million and £3,995 million respectively based on the Announcement Exchange Rate) and a multiple of approximately 34 times Darktrace's Adjusted EBITDA for the twelve months ended 31 December 2023 of $146 million.
Posted at 22/3/2024 07:06 by apotheki
Results of Secondary Placing in Darktrace plc ("Darktrace" or the "Company")

Further to the announcement on 21 March 2024, KKR Dark Aggregator L.P. (the "Seller") announces that it has sold approximately 19,400,000 ordinary shares (the "Placing Shares") in the Company at a price of 425 pence per share (the "Placing").

The Placing represents a full exit by the first technology growth fund (NGT I) advised by Kohlberg Kravis Roberts & Co L.P. and its affiliates ("KKR") that first invested in Darktrace in 2016. Settlement of the Placing is expected to take place on 26 March 2024. The second technology growth fund (NGT II) advised by KKR did not participate in the Placing and will continue to hold an approximate 7.3% interest in the Company. The Seller has agreed to a lock-up period of 60 days, subject to customary exceptions, for the remaining shares in Darktrace held by NGT II.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Jefferies International Limited ("Jefferies") and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") acted as Joint Global Co-ordinators and Joint Bookrunners on the Placing.
Posted at 14/2/2024 07:33 by halfpenny
STILL IN THE DARK!!!
TOO RISKY ITS A GAMBLE WITHOUT TRANSPARENCY...?

Quintessential Capital Management is SHORT shares of Darktrace Plc (“LSE: Dark”)

QCM Darktrace Report RDTDownload
QCM follow up response to DTDownload
•We targeted Darktrace (“DT”) with a deep investigation into its business model, selling practices, international partnerships, and sales force

•We are skeptical about the validity of DT’s financial statements and fear that sales, margins, and growth rates may be overstated and close to a sharp correction.

•Detected numerous transactions in the period leading to DT’s IPO seemingly involving simulated or anticipated sales to phantom end-users through a network of resellers.

•DT seems to have repeatedly used marketing activities to channel funds back into its partners as payment for apparently fictitious purchases

•These alleged channel stuffing and round-tripping activities may have involved shell companies in offshore jurisdictions manned by individuals with ties to organized crime, money-laundering, and fraud

•We have detected a pattern of transactions suggesting that a portion of Darktrace’s past recurring software sales may instead be one-off sales of hardware appliances

•Accounting anomalies involving deferred revenue suggest possible problems with DT’s revenue recognition, providing a potentially misleading picture about the Company’s cash generation.

•Presence of serious accounting red flags consistent with reality detected in the field

•Multiple executives, board members, line managers not adequately disclosing their involvement with Autonomy and selling shares

•Increasing competition, questionable product value, “front loading” of existing contracts, high churn rates and lack of sustainable cash generation, point to a rapid, possibly sharp, deterioration financials

•Employment, website traffic and search volume metric suggest a sharp slowdown may be underway

We are of the opinion that Darktrace’s financial statements may not be relied upon as the company looks like a sophisticated replica of the Autonomy debacle

Quintessential Capital Management is SHORT shares of Darktrace Plc (“LSE: Dark”)
Posted at 22/12/2023 10:10 by emdek
Email recd from the company yesterday:Thank you for your support of Darktrace. You are right there is no company news out that would lead to such a volatile share price move. A couple observationsOn Tuesday evening Darktrace announced that our CTO sold 0.5m shares of Darktrace, the news can be found here https://ir.darktrace.com/regulatory-news/2023/12/19/1743506. But worth noting that on Wednesday (the following day!) the stock was actually up. So it would be unusual for a delayed reaction to that news to hit on ThursdayI heard from a bank this morning that someone (not a company person, so has to be investor) tried to sell 1 million shares in the opening auction (before market opens) and in the run up to xmas when volumes are low that will always have a negative impact on the shares. Bottom line – you are right there is no fundamental news from the co to drive this share price move. As everyone knows, Darktrace will next deliver a trading update in mid January. BestLuk
Posted at 01/2/2023 15:15 by bbmsionlypostafter mk2
Wednesday, February 1, 2023
Re: Follow up questions concerning Darktrace

Darktrace has issued a lame “non-response” to our 70-page report issued yesterday. We note that in its recent RNS, management has not denied any of our allegations, limiting themselves to express “full confidence” in their own accounting practices. In our book, confidence is reserved for the Divine Providence, and we invite DT’s investors to instead follow Ronald Reagan’s advice: “trust, but verify”.
Or rather, given Darktrace’s association with Autonomy, “don’t trust and verify”.

Given the gravity of what we allege, Darktrace should provide quick, concise, and factual answers as a duty to its investors and to the market. Should the substance of the allegations be confirmed correct, we expect Darktrace’s executives to admit their responsibility and resign at once.

None of our concerns have been addressed, so we have compiled a list of follow up questions for the company:

1) What is the nature of Darktrace’s relationship with Strategic Bridge Monaco and why did Strategic Bridge present its partnership with Darktrace sponsoring a motorcycle team whose CEO had just been arrested for fake invoicing and money laundering for the Italian mafia?

2) Why are there as many as four companies named “Strategic Bridge” in different countries all claiming to be resellers of Darktrace? Why do these companies have similar beneficial owners, websites and show few signs of obvious operations?

3) What is the relationship between Darktrace, I-quasar and Strategic bridge? Have any circular transactions been taking place between these entities?

4) Which clients bought Darktrace’s product through Strategic Bridge, I-Quasar, and Strategic Risk Consulting?

5) Why does a former director of Strategic Bridge and current director of I-Quasar figure in a criminal investigation concerning a $2bn VAT dodging fraud?

6) Has Darktrace sold anything to suspected shell company Alfatrade & Services? Why does this company have seemingly no employees, website traffic or an office but has a turnover of $31m?

7) Has Darktrace sold its products to Bolton Group via HWG? Has that revenue been booked? Why does Bolton’s Group IT manager claim that no sale took place?

8) Has Darktrace sold its system to the Verona airport through its partner Eurosystem? Has the Airport ever paid for such purchase? Why did Eurosystem hold three cyber events sponsored by Darktrace shortly after that “sale”? Why were the related webpages deleted? How much did Darktrace pay for such sponsorship?

9) What was the amount of Darktrace’s sale to Bonfiglioli through its partner Yarix/VAR? Was there a price gap between the price paid by the end user and the one paid the partner? Was the event in Rimini hosted by Yarix/VAR sponsored by Darktrace for a comparable amount of the price gap?

10) Has Darktrace booked a sale to Maserati (a renewal) in July 2020? Has Maserati renewed the sale? Was such sale ever charged back?

11) What is the nature of Darktrace’s relationship with Multicomputos? Which clients have purchased Darktrace’s product through such Central American partner? Why did Darktrace sponsor a marketing event organized by this partner? What was the amount of the sponsorship? Was the amount comparable to the amount of the purchases made by Multicomputos?

12) Please provide a table comparing the amounts purchased and the end user identities for the purchases made by the following partners:
a. PC System srl
b. Project Informatica
c. Alkimia Consultores
d. Newtech (Malta)
e. Omnitech IT
f. Eurosystem
g. Strategic Risk Consulting (RHO), Strategic Bridge (Pavia), Strategic Bridge (Lugano),
Strategic Bridge (Monaco)
h. Infinite Insight, Nap IT Solutions, Calibra, Inquest, TBSEK, Proctiv, AVB Group,
Hanzolo, Ipway Networks, ALASCOM SRL, Quantum Security Solutions, GlobalSequr,
NetSpec, Kilele, Ifinet Srl, HadronBit, Perfitcom, Bolton Technologies

13) What is the nature of Darktrace’s relationship with the Innovation Group?

14) Why has deferred revenue (long term) dropped from 33% to 8% of sales in five years? Which procedures are in place to make sure that deferred revenue is not booked as actual revenue?

15) Has Darktrace sold a sizeable portion of its product up to 2020 as “capex” rather than “opex” as stated in the annual reports?

16) Why have we found multiple instances of contracts online clearly pointing to Capex sales?

17) What is meant by the mixed “capex/opex” contracts that partners routinely offer to their clients? Is the same hardware appliance depreciated simultaneously by both DT and the end users?

18) How many “immaterial” instances of “missing end users” were found by DT’s auditors? Which partners were involved?

19)How much revenue does Darktrace generates from Malta, Cyprus and Monaco (relatively small markets)?

20) What % of DT’s marketing budget is used to sponsor partners’ events?

21) Is the huge % of SG&A expenses (mostly marketing) explained by the fact that DT frequently rewards its partners through sponsorships and participation to marketing events as an incentive to engage in anticipated sales and ‘backfilling”?

22) Why is there an apparent 15% gap between the 5% commission salespeople claim to receive [source: Glassdoor] and the 20% that we estimated appeared on the 2021 financial statements?

23) According to DT’s statements, Darktrace was paying Invoke Capital over $4m for
“management support services”. Please clarify in detail the nature of the services provided by Invoke Capital to Darktrace. Were Mike Lynch and Sushovan Hussain remotely running the company?

24) How come most of the executives we profiled in our report did not disclose their prior affiliation with Autonomy Plc in their biography appearing on DT’s website?

25) How come was Mr. Corrado Broli hired at Darktrace with the same position he held at Autonomy despite the allegations that emerged during the Autonomy lawsuit?

26) Why has the quality of account receivables been rapidly deteriorating in the last couple of years reaching as much as 12% of sales (including bad debt and credit loss provisions)?

27) Why have many executives and directors been selling stock aggressively in the recent months?

Sincerely

QCM Team
Darktrace share price data is direct from the London Stock Exchange

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