FORM 8.3
PUBLIC OPENING POSITION
DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES
REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code
(the "Code")
1.
KEY INFORMATION
(a) Full name of
discloser:
|
SUMMIT DT
EQUITY HOLDINGS 3 LP, a Cayman Islands exempted limited partnership
acting through its general partner, SUMMIT DT EQUITY HOLDINGS 3, a
Cayman Islands exempted company
|
(b) Owner or controller
of interests and short positions disclosed, if different from
1(a):
The naming of nominee or
vehicle companies is insufficient. For a trust, the
trustee(s), settlor and beneficiaries must be
named.
|
N/A
|
(c) Name of
offeror/offeree in relation to whose relevant securities this form
relates:
Use a separate form for
each offeror/offeree
|
DARKTRACE
PLC (DARK LN)
|
(d) If an exempt fund
manager connected with an offeror/offeree, state this and specify
identity of offeror/offeree:
|
N/A
|
(e) Date position
held/dealing undertaken:
For an opening position
disclosure, state the latest practicable date prior to the
disclosure
|
9 MAY
2024
|
(f) In addition
to the company in 1(c) above, is the discloser making disclosures
in respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
YES
If YES, specify
which:
SUMMIT DT
CLN HOLDINGS 4
|
2.
POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or
rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant
security.
(a)
Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the
dealing (if any)
Class of relevant
security:
|
Ordinary Shares of GBP 0.01
each
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
(1) Relevant securities
owned and/or controlled:
|
|
|
|
|
SUMMIT DT
EQUITY HOLDINGS 3 LP
|
3,324,686
|
0.4747%
|
N/A
|
N/A
|
SUMMIT DT
CLN HOLDINGS 4
|
24,665,344
|
3.5218%
|
N/A
|
N/A
|
(2) Cash-settled
derivatives:
|
N/A
|
N/A
|
N/A
|
N/A
|
(3) Stock-settled
derivatives (including options) and agreements to purchase /
sell:
|
N/A
|
N/A
|
N/A
|
N/A
|
All interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
(b)
Rights to subscribe for new securities (including directors' and
other employee options)
Class of relevant security in
relation to which subscription right exists:
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
|
3.
DEALINGS (IF ANY) BY THE PERSON MAKING THE
DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should
be stated.
(a)
Purchases and sales
Class of relevant
security
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
|
|
|
|
(b)
Cash-settled derivative transactions
Class of relevant
security
|
Product
description
e.g. CFD
|
Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
|
Number of reference
securities
|
Price per
unit
|
|
|
|
|
|
(c)
Stock-settled derivative transactions (including
options)
(i)
Writing, selling, purchasing or varying
Class of relevant
security
|
Product
description e.g. call
option
|
Writing, purchasing, selling,
varying etc.
|
Number of securities to which
option relates
|
Exercise price per
unit
|
Type
e.g. American, European
etc.
|
Expiry date
|
Option money paid/ received
per unit
|
|
|
|
|
|
|
|
|
(ii)
Exercise
Class of relevant
security
|
Product
description
e.g. call
option
|
Exercising/ exercised
against
|
Number of
securities
|
Exercise price per
unit
|
|
|
|
|
|
(d)
Other dealings (including subscribing for new
securities)
Class of relevant
security
|
Nature of
dealing
e.g. subscription,
conversion
|
Details
|
Price per unit (if
applicable)
|
|
|
|
|
4.
OTHER INFORMATION
(a)
Indemnity and other dealing arrangements
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
person making the disclosure and any party to the offer or any
person acting in concert with a party to the
offer:
Irrevocable commitments and
letters of intent should not be included. If there are no
such agreements, arrangements or understandings, state
"none"
|
None
|
(b)
Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement,
arrangement or understanding, formal or informal, between the
person making the disclosure and any other person relating
to:
(i) the voting
rights of any relevant securities under any option;
or
(ii) the voting rights
or future acquisition or disposal of any relevant securities to
which any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
None
|
(c)
Attachments
Is a Supplemental Form 8
(Open Positions) attached?
|
NO
|
Date of disclosure:
|
9 May
2024
|
Contact name:
|
Erin
White
|
Telephone number*:
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+1 617 824
1094
|
|
| |
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The Panel's Market Surveillance Unit is available for
consultation in relation to the Code's disclosure requirements on
+44 (0)20 7638 0129.
*If the discloser is a natural person, a telephone number does
not need to be included, provided contact information has been
provided to the Panel's Market Surveillance Unit.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.