NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

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

1          Introduction

The boards of directors of Bidco and 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 (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel and the terms of the Cooperation Agreement). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and the full terms and conditions to be set out in the Scheme Document, 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);

·    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);

·    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);

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

·    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.

The Darktrace Shares will be acquired pursuant to the Acquisition fully paid and free from all liens, charges, equities, encumbrances, rights of pre‑emption and any other interests of any nature whatsoever and together with all rights attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) announced, declared, made or paid with a record date on or after the Effective Date.

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.

3          Background to and reasons for the Acquisition

Thoma Bravo believes that the acquisition of Darktrace represents an attractive opportunity to increase its exposure to the large and growing cybersecurity market, and to invest to accelerate Darktrace's continued development and further scale the business globally.

Darktrace is a global leader in cybersecurity artificial intelligence. Thoma Bravo recognises that Darktrace is a pioneer in using self-learning artificial intelligence to neutralise cyber threats and automate responses to cyber incidents, leveraging its long-standing research and development expertise. Rather than study historic attacks, Darktrace's technology continuously learns and updates its knowledge of an organisation's business data and applies that understanding to help transform security operations to a state of proactive cyber resilience. As a result, Darktrace has become a leader in cybersecurity artificial intelligence now providing a full lifecycle approach to cybersecurity enabling its 9,400 customers to identify, stop and respond to all known and unknown threats, across all aspects of an organisation's cybersecurity tools. Thoma Bravo recognises the strength of Darktrace's ActiveAI Security Platform, the expertise of its Cambridge-based technology team, the track record of its experienced management team, and the compelling nature of its resilient financial model.

The cybersecurity market is evolving at pace and the volume and sophistication of cyber threats and attacks faced is rapidly increasing. However, the market remains fragmented, with few truly global players. Serving the world's largest customers and enterprises requires Darktrace to continually make significant technology investments and further scale globally, to ensure that its platform can stay ahead of changing cyber threats.

Thoma Bravo believes that private ownership can facilitate its development. Thoma Bravo has a long track record of providing capital and strategic support to experienced management teams, growing software and technology companies, and creating highly skilled jobs. A partnership with Thoma Bravo would give Darktrace a unique opportunity to accelerate Darktrace's growth and the development of AI augmented cyber solutions for its customers and grow over time; in particular, through:

·    continuing Darktrace's strong organic growth momentum, with help from Thoma Bravo's deep experience of growing enterprise software businesses as well as through opportunities and learnings from its large software portfolio;

·    utilising Thoma Bravo's M&A expertise to grow the Darktrace platform in the highly fragmented cybersecurity market; and

·    leveraging Thoma Bravo's proprietary operational best practices built over the course of 40 years of experience to further build a best-in-class software franchise.

4          Recommendation

The Darktrace Directors, who have been so advised by Jefferies and Qatalyst Partners as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Jefferies and Qatalyst Partners have taken into account the commercial assessments of the Darktrace Directors. Jefferies and Qatalyst Partners are providing independent financial advice to the Darktrace Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Darktrace Directors intend to recommend unanimously that the Darktrace Shareholders vote, or procure voting, in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), as the Darktrace Directors who hold interests in Darktrace Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do, or to procure to be done, in respect of their own beneficial holdings (or those Darktrace Shares over which they have control), being, in aggregate 6,132,989 Darktrace Shares (representing approximately 0.88 per cent. of the existing issued ordinary share capital of Darktrace) as at 25 April 2024, being the Business Day prior to the date of this announcement.

5          Background to and reasons for the recommendation

Since its inception in 2013, Darktrace has rapidly grown to become a successful global leader in cybersecurity artificial intelligence, currently employing over 2,300 people around the world and protecting over 9,400 customers globally from advanced cyber threats. Rather than study historic attacks, Darktrace's technology continuously learns and updates its knowledge of an organisation's business data and applies that understanding to help transform security operations to a state of proactive cyber resilience. The Darktrace ActiveAI Security Platform™ provides a full lifecycle approach to cyber resilience that can autonomously spot and respond to known and unknown in progress threats within seconds across the entire organisation, including cloud, apps, email, endpoint, network and operational technology.   

In 2021, Darktrace successfully listed on the London Stock Exchange, raising capital to support its future growth, including investments in research and development and product innovation to address the growing threat of cyber disruption, the hiring of senior leaders with deep functional expertise who in turn have evolved the business for its next phase of growth, particularly across its Go-To-Market function alongside investments in the systems, tools and processes needed to support a rapidly growing business. The business saw a temporary impact of these changes in the first quarter of the 2024 fiscal year and now these investments are substantially paying off with Darktrace reporting a strong financial performance in its recent first half results and third quarter trading update.

Whilst the Darktrace Board remain confident that Darktrace's strategy can continue to deliver attractive returns for shareholders and that Darktrace has a strong future as a public company, the Darktrace Board believes that Darktrace's operating and financial achievements have not been reflected commensurately in its valuation with shares trading at a significant discount to its global peer group. The Darktrace Board recognises that there are risks to, as well as uncertainty as to the timing and delivery of, shareholder returns on the public market and the Acquisition provides an opportunity for Darktrace Shareholders to receive the certainty of cash consideration at a fair value for their shares at this time in Darktrace's evolution.

Through its partnership with Thoma Bravo, Darktrace will be further enabled to deliver on its strategy in a stable and private setting, to create efficiently developed cybersecurity products, leverage differentiated technology to drive product adoption and sales growth, and hire and retain talent to drive innovation and business success.

Darktrace is a proud contributor to the British technology, AI and cyber security ecosystem, having substantially gained from the strong academic heritage of machine learning in the UK and the world-class British intelligence community. In addition to the financial terms of the Acquisition, in its evaluation of Thoma Bravo as a suitable owner of Darktrace from the perspective of all stakeholders, the Darktrace Board have also taken into account Thoma Bravo's intentions for the business, including its employees, customers, suppliers and business partners and is encouraged that Thoma Bravo intends to support the management team as they continue to grow Darktrace as an independent business, headquartered in the UK.

·    This includes Thoma Bravo's intentions that employees are appropriately incentivised to support the long-term growth of the business, that Darktrace retains its research and development capabilities in the UK and the Netherlands, and that there will be no material restructurings or changes to Darktrace's Cambridge, UK headquarters, or other business operations.

·    Darktrace continues to be a British tech champion operating at the forefront of AI to solve the problem of cyber security in the UK and around the world and will continue to engage constructively with its stakeholders, including government, to contribute to AI and cyber security resilience.

·    Darktrace will continue to create high skilled jobs in the UK and invest in building world-class cyber AI capabilities to improve UK resilience. Being able to draw on Thoma Bravo's resources and expertise will support Darktrace's continued growth globally, resulting in further opportunities for its people.

Having carefully considered the Acquisition in accordance with its fiduciary duties the Darktrace Board believes that the terms of the Acquisition, including the price, are such that shareholders should be provided with the opportunity to consider them. The Darktrace Board notes that it has previously reviewed and rejected unsolicited proposed offers from Thoma Bravo on the basis that they did not fairly represent the value of the Darktrace business. The Darktrace Board's recommendation takes into consideration that:

·    the Acquisition is priced at a premium based on the Announcement Exchange Rate 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 represents an EV / Revenue multiple of 8.1 times, and EV / Adjusted EBITDA multiple of 34.2 times the Darktrace Group's revenue of $616 million and Adjusted EBITDA of $146 million for the twelve months ending 31 December 2023, respectively;

·    feedback received by the Darktrace Board from certain of Darktrace's largest shareholders that it has consulted on the Acquisition has been supportive, as reflected by Thoma Bravo having procured irrevocable commitments to vote in favour of the resolutions relating to the Acquisition at the Meetings, from KKR DA and Summit Partners in respect of, in aggregate, 79,240,911 Darktrace Shares (representing approximately 11.3 per cent. of the existing issued ordinary share capital of Darktrace); and

·    the Acquisition will provide Darktrace access to a strong financial partner in Thoma Bravo with deep sector and US markets expertise who can support Darktrace's growth and investment in continued innovation in cybersecurity artificial intelligence in order to offer an expanded product portfolio across a deeper set of segments, industries and markets to deliver value to customers. This includes Thoma Bravo's deep experience and expertise in the US market, which remains a key focus geography for Darktrace.

6          Information relating to Bidco AND Thoma Bravo

Bidco

Bidco is a private limited company incorporated in England and Wales and is indirectly wholly-owned by funds managed and/or advised by Thoma Bravo. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Seth Boro, Andrew Almeida, Nabil Hamade and Sacha May. Further details in relation to Bidco will be contained in the Scheme Document.

Thoma Bravo

Thoma Bravo is one of the largest software-focused investors in the world, with over $138 billion in assets under management as of December 31, 2023. The firm invests in growth-oriented, innovative companies operating in the software and technology sectors. Leveraging Thoma Bravo's deep sector expertise and proven strategic and operational capabilities, the firm collaborates with its portfolio companies to implement operating best practices and drive growth initiatives. Over the past 20 years, Thoma Bravo has acquired or invested in more than 465 companies representing approximately $260 billion in enterprise value (including control and non-control investments). The firm has offices in Chicago, London, Miami, New York and San Francisco.

7          Information relating to Darktrace

Darktrace is a global leader in cybersecurity artificial intelligence, with a mission to free the world from cyber disruption. The Darktrace ActiveAI Security Platform provides a full lifecycle approach to cyber resilience that, within seconds, can autonomously spot and respond to known and unknown in-progress threats across an organisation's entire ecosystem, including cloud, apps, email, endpoint, network and operational technology. Darktrace's research and development teams have made breakthrough innovations resulting in over 175 patent applications filed. The Darktrace Group employs over 2,300 people around the world and protects over 9,400 customers globally from advanced cyber threats. The Darktrace Group is headquartered in Cambridge, UK with offices in 24 countries across Europe, Americas, Asia-Pacific.

For the twelve months ended 31 December 2023, the Darktrace Group generated revenue of $616 million and Adjusted EBITDA of $146 million. Darktrace currently has annualised recurring revenues of $702 million and holds approximately $1,254 million of remaining performance obligations (RPO) on balance sheet as of 31 December 2023.

Darktrace is a public limited company registered in England and Wales. The Darktrace Shares are listed on the Premium Segment of the Official List and are admitted to trading on the Main Market of the London Stock Exchange, with a fully diluted capitalisation of £3,540 million as at 25 April 2024 (being the last Business Day before the date of this announcement).

8          Irrevocable undertakings

As described above, Bidco has received irrevocable undertakings from certain Darktrace Directors and senior employees who hold Darktrace Shares to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 21,627,725 Darktrace Shares (representing approximately 3.1 per cent. of the existing issued ordinary share capital of Darktrace as at 25 April 2024, being the last Business Day before the date of this announcement). These undertakings will remain binding in the event that a higher competing offer for Darktrace is made.

Bidco has also received irrevocable undertakings from certain other Darktrace Shareholders, being KKR DA and Summit Partners, to vote (or, where applicable, procure voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or in the event that the Acquisition is implemented by an Offer, to accept or procure acceptance of such Offer), in respect of, in aggregate, 79,240,911 Darktrace Shares (representing approximately 11.3 per cent. of the existing issued ordinary share capital of Darktrace as at 25 April 2024, being the last Business Day before the date of this announcement). These undertakings will also remain binding in the event that a higher competing offer for Darktrace is made.

Bidco has, therefore, received irrevocable undertakings in respect of a total of 100,868,636 Darktrace Shares (representing approximately 14.4 per cent. of the existing issued ordinary share capital of Darktrace as at 25 April 2024, being the last Business Day before the date of this announcement).

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to this announcement.

9          Financing of the Acquisition

The cash consideration payable to Darktrace Shareholders under the terms of the Acquisition will be financed by: (i) equity to be invested by Thoma Bravo Funds; and (ii) third party financing provided by certain third party providers of (A) an interim first lien term facility in an aggregate amount principal amount of $1,685,000,000 and (B) an interim second lien term facility in an aggregate principal amount of $460,000,000 to be provided under the Interim Facilities Agreement.

Goldman Sachs International, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Darktrace Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Offer‑related arrangements

Confidentiality Agreement

On 27 March 2024, Thoma Bravo and Darktrace entered into a Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Thoma Bravo has undertaken to: (i) subject to certain exceptions, keep information relating to Darktrace and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of (a) the Acquisition becoming Effective (if implemented through the Scheme) or is declared wholly unconditional (if implemented as an Offer); and (b) 27 March 2026. The Confidentiality Agreement contains standstill provisions which restricted Thoma Bravo from acquiring or offering to acquire interests in certain securities of Darktrace; those restrictions ceased to apply on the making of this announcement. The Confidentiality Agreement also contains restrictions on Thoma Bravo soliciting or employing certain of Darktrace's senior or key employees.

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and Darktrace have, amongst other things, each agreed to: (i) cooperate in relation to obtaining any consents, clearances, permissions, waivers and/or approvals as may be necessary, and the making of all filings as may be necessary, from or under the law, regulations or practices applied by any applicable regulatory authority, in connection with the Acquisition; and (ii) cooperate in preparing and implementing appropriate proposals in relation to the Darktrace Share Plans.

In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer. The Cooperation Agreement will terminate in certain circumstances, including (in respect of (ii) to (iv), upon service of written notice): (i) if the Acquisition is, with the permission of the Panel, withdrawn, terminates or lapses in accordance with its terms prior to the Long Stop Date, subject to certain limited exclusions; (ii) if a third party announces a firm intention to make an offer for Darktrace which is recommended in whole or in part by the Darktrace Board or which completes, becomes effective or becomes unconditional; (iii) if prior to the Long Stop Date any Condition has been invoked by Bidco (with the consent of the Panel, if required); (iv) if the Darktrace Directors withdraw their recommendation of the Acquisition; (v) unless otherwise agreed by Bidco and Darktrace in writing or required by the Panel, if the Scheme does not become Effective in accordance with its terms by the Long Stop Date; or (vi) otherwise as agreed in writing between Bidco and Darktrace.

Pursuant to the terms of the Cooperation Agreement and the requirements of Paragraph 3(g)(i) of Appendix 7 to the Takeover Code, Bidco undertakes that it will deliver a notice in writing to Darktrace and the Panel by no later than the Business Day prior to the Sanction Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than the Scheme Conditions (as defined therein)); or (ii) to the extent permitted by the Panel, that it intends to invoke or treat as unsatisfied or incapable of satisfaction one or more Conditions.

Panel Clean Team Agreement

Darktrace, Thoma Bravo and their respective legal advisers have entered into the Panel Clean Team Agreement dated 12 April 2024, the purpose of which is to set out the terms governing the disclosure of competitively sensitive information by Darktrace or Darktrace's external legal counsel to Thoma Bravo's external legal counsel and external experts, as well as the related collection and analysis and potential destruction of such competitively sensitive information.

11        Disclosure of interests in Darktrace securities

Except for the irrevocable undertakings referred to in paragraph 8 above and Appendix 3, as at 25 April 2024 (being the last Business Day before the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition (i) had any interest in or right to subscribe for or had borrowed or lent any Darktrace Shares or securities convertible or exchangeable into Darktrace Shares, or (ii) had any short positions in respect of relevant securities of Darktrace (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (iii) has borrowed or lent any relevant securities of Darktrace (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold, or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.

It has not been practicable for Bidco to make enquiries of all of its concert parties in advance of the release of this announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any additional interests or dealings in the relevant securities of Darktrace, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code which must be made on or before 12 noon (London time) on 13 May 2024.

12        REGULATORY ENGAGEMENT

Thoma Bravo firmly believes that the Acquisition will benefit Darktrace, Darktrace's customers and the wider technology ecosystem through supporting the development of enhanced products and Darktrace's cybersecurity capability. Bidco has agreed with Darktrace under the terms of the Cooperation Agreement that Thoma Bravo will, with Darktrace's support and involvement, engage proactively and collaboratively with the competent regulatory authorities and government stakeholders, recognising the specific importance of Darktrace's contribution to the technology ecosystem.

13        Directors, management, employees, pensions, research and development and locations

Strategic plans for Darktrace

Thoma Bravo has an extensive history of partnering with management teams to build leading businesses that create value for all stakeholders.

Thoma Bravo believes that a partnership with Thoma Bravo would give Darktrace the unique opportunity to grow and develop, leveraging Thoma Bravo's access to capital, proprietary operational best practices and long history of helping companies to continue their strong organic growth momentum and successfully pursue M&A opportunities.

In line with market practice for a public offer process, Bidco completed a period of confirmatory due diligence on Darktrace prior to this announcement. Following completion of the Acquisition, Bidco intends to review the entirety of Darktrace's business and operations over a period of six months, leveraging its expertise and the deep experience of the Darktrace management team. Immediately following completion of the Acquisition, Bidco will focus on:

·    continuing to invest in innovation, growth, and Darktrace's research and development organisation;

·    implementing operational best practices to create a best-in-class software franchise;

·    evaluating opportunities to accelerate top-line growth; and

·    the reduction of non-critical administrative expenses and spending in areas related to Darktrace's status as a listed company.

Employees, management and research and development

Bidco attaches great importance to the skills, knowledge, and expertise of Darktrace's management and employees and, subject to this paragraph 13, expects that the existing management and employees of Darktrace will be key to the success of Darktrace going forward and will continue to contribute to the long-term success of Darktrace.

Following completion of the Acquisition, certain functions which have historically been related to Darktrace's status as a listed company may no longer be required or will be reduced in size to reflect Darktrace ceasing to be a listed company. It is expected that the non-executive directors of Darktrace will resign as directors of Darktrace with effect from completion of the Acquisition.

As set out above, following completion of the Acquisition, Bidco intends to complete a detailed review of the Darktrace business, leveraging its expertise and the deep experience of the Darktrace management team. The results of the review are uncertain and no firm decisions have been made in relation to specific actions which may be taken. However, Bidco does not intend to make any material changes to Darktrace's research and development organisation, which it believes will continue to be a key driver of innovation and growth. Furthermore, based on its experience relating to previous transactions, Bidco does not expect its review to result in a material headcount reduction. Any headcount reductions will be carried out in accordance with applicable law (including, in jurisdictions where relevant, informing and consulting obligations). Nevertheless, Bidco believes that it is well-positioned to accelerate Darktrace's growth and performance, which will in turn create greater employment opportunities for existing and future employees over the long term.

Existing rights and pensions

Bidco confirms that, following the Scheme becoming Effective, the existing contractual and statutory employment rights, including in relation to pensions, of all Darktrace management and employees will be fully safeguarded in accordance with applicable law and as specified further in the Cooperation Agreement. Bidco does not intend to make any material change to the conditions of employment of the employees of Darktrace.

Incentive arrangements

Bidco has not entered into, and has not discussed any form of incentivisation arrangements, with any of Darktrace's employees. Bidco intends to put in place appropriate arrangements for Darktrace employees following completion of the Acquisition.

Headquarters, locations and fixed assets

Bidco does not intend to make any changes in the location of Darktrace's headquarters in Cambridge, operations or places of business. Bidco does not intend to undertake any material restructurings, nor changes with respect to the redeployment of Darktrace's fixed asset base.

Following the Acquisition, Bidco intends that Darktrace will continue to operate as a standalone business group.

Trading Facilities

Darktrace Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 16, applications will be made for the cancellation of the listing of Darktrace Shares on the Official List and the cancellation of trading of the Darktrace Shares on the London Stock Exchange.

Rule 19.5 of the Takeover Code

No statements in this paragraph 13 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

14        Darktrace Share Plans

Participants in the Darktrace Share Plans will be contacted regarding the effect of the Acquisition on their options and awards under the Darktrace Share Plans and an appropriate proposal will be made to such participants which reflects their options and awards under the Darktrace Share Plans in due course. Details of the impact of the Scheme on each of the Darktrace Share Plans and the proposals will be set out in the Scheme Document.

15        Scheme process

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as the Bidco and Darktrace may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of each class of the Scheme Shares held by those Scheme Shareholders;

·    the Resolutions necessary to implement the Scheme and the Acquisition are passed by the requisite majority of Darktrace Shareholders at the General Meeting;

·    following the Court Meeting and General Meeting and satisfaction and/or waiver (where applicable) of the other Conditions, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidco and Darktrace); and

·    following such sanction, an office copy of the Court Order is delivered to the Registrar of Companies.

The Conditions in paragraphs 1 and 2 of Appendix 1 to this announcement provide that the Scheme will lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·    the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of the Court Meeting and the General Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Darktrace);

·    the Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Darktrace); or

·    the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as Bidco and Darktrace may, with the consent of the Panel, agree and (if required) the Court may allow).

If any Condition in paragraph 2 of Part A of Appendix 1 to this announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Darktrace, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from Darktrace Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of a copy of the Court Order to the Registrar of Companies. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the third or fourth quarter of 2024.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Scheme Shares will cease to be valid and entitlements to Scheme Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched no later than 14 days after the Effective Date.

Any Scheme Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Scheme Shares issued after the Scheme Record Time (including in satisfaction of an option exercised under the Darktrace Share Plans, and other than to Bidco and/or their nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than Bidco and their nominees) holding shares in the capital of Darktrace after the Effective Date.

Further details of the Scheme, including expected times and dates for each of the Court Meeting, the General Meeting and the Sanction Hearing, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and in any event within 28 days of this announcement (or such later date as the Bidco and Darktrace may, with the consent of the Panel, agree and, if required, the Court may approve).

16        Delisting, and cancellation of trading and re‑registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading of Darktrace Shares on the London Stock Exchange's Main Market and the listing of Darktrace Shares from the Premium Segment of the Official List on or shortly after the Effective Date.

It is expected that the last day of dealings in Darktrace Shares on the Main Market of the London Stock Exchange will be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Darktrace will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.

17        Documents

Copies of the following documents will be available promptly on Darktrace's website, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at https://ir.darktrace.com and in any event by no later than noon on the Business Day following this announcement:

·    this announcement;

·    the Confidentiality Agreement;

·    the Cooperation Agreement;

·    the Panel Clean Team Agreement;

·    the irrevocable undertakings referred to in paragraph 8 above and summarised in Appendix 3 to this announcement;

·    the documents entered into for the financing of the Acquisition referred to in paragraph 9 above, including the Interim Facility Agreement; and

·    the consents from financial advisers to being named in this announcement.

Neither the content of the website referred to in this announcement, nor any website accessible from hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.

18        General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the acquisition of the Darktrace Shares by way of an Offer as an alternative to the Scheme. In such event, the Offer will be implemented on substantially the same terms, so far as is applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to: (i) make a request to the FCA to cancel the listing of the Darktrace Shares from the Official List; (ii) make a request to the London Stock Exchange to cancel the trading of Darktrace Shares on its Main Market; and (iii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Darktrace Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Darktrace Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.

The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The bases and sources for certain financial information contained in this announcement are set out in Appendix 2. Details of undertakings received by Bidco are set out in Appendix 3. Certain definitions and terms used in this announcement are set out in Appendix 4. The formal Scheme Document will be sent to Darktrace Shareholders within 28 days of this announcement (or on such later date as may be agreed with Darktrace and the Panel).

Goldman Sachs (as financial adviser to Thoma Bravo and Bidco) and Jefferies and Qatalyst Partners (as joint financial advisers to Darktrace) have each given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their names in the form and context in which they appear.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

Enquiries

Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Thoma Bravo.

Latham & Watkins (London) LLP is acting as legal adviser to Darktrace.

Further information

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and Goldman Sachs & Co. LLC (together, "Goldman Sachs") are acting exclusively for Bidco and Thoma Bravo as financial advisers and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Bidco and Thoma Bravo for providing the protections afforded to clients of Goldman Sachs, nor for providing advice in connection with the Acquisition, the content of this announcement or any matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs' subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Goldman Sachs in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Darktrace and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Darktrace for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the matters set out in this announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Qatalyst Partners Limited ("Qatalyst Partners"), which is authorised in the UK by the FCA, is acting exclusively as financial adviser to Darktrace and no one else in connection with the Acquisition and will not be acting for any other person and will not be responsible to any person other than Darktrace for providing the protections afforded to clients of Qatalyst Partners or for advising any other person in respect of the matters referred to in this announcement. No representation or warranty, express or implied, is made by Qatalyst Partners as to the contents of this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Darktrace in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

This announcement contains inside information in relation to Darktrace for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for arranging the release of this announcement on behalf of Darktrace is James Sporle, General Counsel and Company Secretary. Darktrace's Legal Entity Identifier is 213800PC5S5P9CSNFC89.

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the Listing Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The availability of the Acquisition to Darktrace Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the UK should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Darktrace Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).

Notice to U.S. Darktrace Shareholders

The Acquisition relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with generally accepted accounting principles of the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, which is to be made into the United States, such Offer will be made in compliance with the applicable U.S. laws and regulations.

It may be difficult for U.S. holders of Darktrace Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Darktrace are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders of Darktrace Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Thoma Bravo or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Darktrace Shares outside of the U.S., other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act, Goldman Sachs will continue to act as an exempt principal trader in Darktrace shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

U.S. Darktrace Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the U.S. and, that such consequences, if any, are not described herein. U.S. Darktrace Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

Forward Looking Statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Darktrace contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Darktrace about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Darktrace (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's, Darktrace's, any member of the Bidco Group or any member of the Darktrace Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Bidco's, Darktrace's, any member of the Bidco Group or any member of the Darktrace Group's business.

Although Bidco and Darktrace believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Darktrace can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Darktrace operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Darktrace operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Darktrace, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies related to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Darktrace Group, there may be additional changes to the Darktrace Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Darktrace is under any obligation, and Bidco and Darktrace expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement and the documents required to be published under Rule 26 of the Takeover Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Darktrace's website at https://ir.darktrace.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Darktrace for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Darktrace.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Darktrace Shareholders, persons with information rights and participants in Darktrace Share Plans may request a hard copy of this announcement, free of charge, by contacting Darktrace's registrar, Equiniti Limited, either in writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by calling +44 (0) 333 207 6530. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. Calls outside the U.K. will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday excluding public holidays in England and Wales. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Darktrace Shareholders, persons with information rights and other relevant persons for the receipt of communications from Darktrace may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

General

Bidco reserves the right to elect, with the consent of the Panel (where necessary) and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of an Offer as an alternative to the Scheme. In such an event, an Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments).

If the Acquisition is effected by way of an Offer, and such an Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act so as to acquire compulsorily the remaining Darktrace Shares in respect of which the Offer has not been accepted.

Investors should be aware that Bidco may purchase Darktrace Shares otherwise than under any Offer or the Scheme, including pursuant to privately negotiated purchases.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, Darktrace confirms that, as at 26 April 2024 2024, it had in issue 703,683,540 ordinary shares of 1 pence each admitted to trading on the Main Market of the London Stock Exchange, and 3,323,886 Treasury Shares. The ISIN for the shares is GB00BNYK8G86.

Disclaimer

The information contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation. Any offer or solicitation in respect of Thoma Bravo and Thoma Bravo Funds will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. The information contained herein is not for publication or distribution to persons in the U.S. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities to be made in the U.S. would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. The securities may not be offered or sold in the U.S. absent registration or an exemption from registration.

The Acquisition will be subject to English law, the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.