1 October 2024
Darktrace plc
("Darktrace")
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
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").
Pursuant to the terms of the Acquisition agreed by Darktrace and Bidco, performance-based conditional awards ("PSUs") and time-based conditional awards ("RSUs") granted over ordinary shares in the Company ("Shares") under the Darktrace Award Incentive Plan (the "AIP Awards") vested in full on 24 September 2024, being the date that the Court sanctioned the scheme of arrangement to implement the Acquisition, and were satisfied via the transfer of Shares from the Company's Employee Benefit Trust ("EBT") on 27 September 2024. As a result, the following Persons Discharging Managerial Responsibilities ("PDMRs") had AIP Awards vest and satisfied by the transfer of Shares from the EBT to the respective PDMRs as follows:
· Catherine Graham, CFO, acquired 511,438 Shares following vesting of PSUs;
· Jack Stockdale, CTO, acquired 253,408 Shares and 20,379 Shares following the vesting of PSUs and RSUs respectively; and
· Nicole Eagan, CSO and AI Officer, acquired 166,442 Shares and 39,925 Shares following the vesting of PSUs and RSUs respectively.
| Details of PDMR / person closely associated with them ("PCA") | |||||||||||||
| Name | Catherine Graham | ||||||||||||
| Reason for the notification | |||||||||||||
| Position / status | CFO | ||||||||||||
| Initial notification / amendment | Initial Notification | ||||||||||||
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| Name | Darktrace plc | ||||||||||||
| LEI | 213800PC5S5P9CSNFC89 | ||||||||||||
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| Description of the financial instrument Identification code | Ordinary shares
Dark / GB00BNYK8G86 | ||||||||||||
| Nature of the transaction | Acquisition of 511,438 Shares following vesting of PSUs. | ||||||||||||
| Currency | GBP - British Pounds | ||||||||||||
| Price(s) and volume(s) |
| ||||||||||||
| Date of the transaction | 27 September 2024 | ||||||||||||
| Place of the transaction | Outside of a trading venue | ||||||||||||
| Details of PDMR / person closely associated with them ("PCA") | |||||||||||||
| Name | Jack Stockdale | ||||||||||||
| Reason for the notification | |||||||||||||
| Position / status | CTO | ||||||||||||
| Initial notification / amendment | Initial Notification | ||||||||||||
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| Name | Darktrace plc | ||||||||||||
| LEI | 213800PC5S5P9CSNFC89 | ||||||||||||
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| Description of the financial instrument Identification code | Ordinary shares
Dark / GB00BNYK8G86 | ||||||||||||
| Nature of the transaction | Acquisition of 253,408 Shares and 20,379 Shares following vesting of PSUs and RSUs respectively. | ||||||||||||
| Currency | GBP - British Pounds | ||||||||||||
| Price(s) and volume(s) |
| ||||||||||||
| Date of the transaction | 27 September 2024 | ||||||||||||
| Place of the transaction | Outside of a trading venue | ||||||||||||
| Details of PDMR / person closely associated with them ("PCA") | |||||||||||||
| Name | Nicole Eagan | ||||||||||||
| Reason for the notification | |||||||||||||
| Position / status | Chief Strategy Officer and AI Officer | ||||||||||||
| Initial notification / amendment | Initial Notification | ||||||||||||
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||||||||
| Name | Darktrace plc | ||||||||||||
| LEI | 213800PC5S5P9CSNFC89 | ||||||||||||
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||||||||
| Description of the financial instrument Identification code | Ordinary shares
Dark / GB00BNYK8G86 | ||||||||||||
| Nature of the transaction | Acquisition of 166,442 Shares and 39,925 Shares upon vesting and settlement of PSUs and RSUs respectively | ||||||||||||
| Currency | GBP - British Pounds | ||||||||||||
| Price(s) and volume(s) |
| ||||||||||||
| Date of the transaction | 27 September 2024 | ||||||||||||
| Place of the transaction | Outside of a trading venue | ||||||||||||
Contact:
Luk Janssens - Head of Investor Relations, Darktrace
luk.janssens@darktrace.com
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