Form 8.3 - Darktrace plc

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:

Barclays PLC.

(b)

Owner or controller of interest and short

positions disclosed, if different from 1(a):

(c)

Name of offeror/offeree in relation to whose

DARKTRACE PLC

relevant securities this form relates:

(d)

If an exempt fund manager connected with an

offeror/offeree, state this and specify identity of

offeror/offeree:

(e)

Date position held/dealing undertaken:

23 Jul 2024

(f)

In addition to the company in 1(c) above, is the discloser making

NO

disclosures in respect of any other party to the offer?

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:

1p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

30,725,336

4.39%

179,900

0.03%

(2)

Cash-settled derivatives:

and/or controlled:

23,003

0.00%

30,606,970

4.37%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

30,748,339

4.39%

30,786,870

4.40%

(b)

Rights to subscribe for new securities (including directors and other executive

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 EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Number of

Price per unit

security

securities

1p ordinary

Purchase

232,736

5.8497 GBP

1p ordinary

Purchase

43,167

5.8598 GBP

1p ordinary

Purchase

21,847

5.8617 GBP

1p ordinary

Purchase

18,944

5.8452 GBP

1p ordinary

Purchase

15,411

5.8475 GBP

1p ordinary

Purchase

8,973

5.8461 GBP

1p ordinary

Purchase

8,826

5.8434 GBP

1p ordinary

Purchase

8,560

5.8620 GBP

1p ordinary

Purchase

7,611

5.8605 GBP

1p ordinary

Purchase

7,261

5.8454 GBP

1p ordinary

Purchase

7,092

5.8433 GBP

1p ordinary

Purchase

6,401

5.8421 GBP

1p ordinary

Purchase

2,616

5.8419 GBP

1p ordinary

Purchase

1,380

5.8408 GBP

1p ordinary

Purchase

1,118

5.8380 GBP

1p ordinary

Purchase

1,097

5.8445 GBP

1p ordinary

Purchase

936

5.8390 GBP

1p ordinary

Purchase

858

5.8420 GBP

1p ordinary

Purchase

604

5.8520 GBP

1p ordinary

Purchase

556

5.8469 GBP

1p ordinary

Purchase

524

5.8580 GBP

1p ordinary

Purchase

315

5.8361 GBP

1p ordinary

Sale

279,741

5.8487 GBP

1p ordinary

Sale

43,516

5.8620 GBP

1p ordinary

Sale

34,819

5.8460 GBP

1p ordinary

Sale

13,363

5.8453 GBP

1p ordinary

Sale

2,496

5.8428 GBP

1p ordinary

Sale

944

5.8415 GBP

1p ordinary

Sale

941

5.8440 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

1p ordinary

CFD

Decreasing Short

3,591

5.8420 GBP

1p ordinary

CFD

Decreasing Short

22,731

5.8441 GBP

1p ordinary

SWAP

Decreasing Long

2,794

5.8575 GBP

1p ordinary

SWAP

Opening Short

174

5.8423 GBP

1p ordinary

SWAP

Increasing Short

7,261

5.8454 GBP

1p ordinary

SWAP

Increasing Short

7,611

5.8605 GBP

1p ordinary

SWAP

Decreasing Short

71

5.8499 GBP

1p ordinary

SWAP

Increasing Short

654

5.8520 GBP

1p ordinary

SWAP

Decreasing Short

790

5.8440 GBP

1p ordinary

SWAP

Decreasing Short

13,363

5.8454 GBP

1p ordinary

SWAP

Decreasing Short

7,223

5.8620 GBP

1p ordinary

SWAP

Increasing Short

556

5.8469 GBP

1p ordinary

SWAP

Increasing Short

15,411

5.8475 GBP

1p ordinary

SWAP

Increasing Short

8,208

5.8610 GBP

1p ordinary

SWAP

Increasing Short

5,129

5.8614 GBP

1p ordinary

SWAP

Increasing Short

315

5.8361 GBP

1p ordinary

SWAP

Decreasing Short

271

5.8444 GBP

1p ordinary

SWAP

Decreasing Short

14,446

5.8620 GBP

1p ordinary

SWAP

Increasing Short

8,826

5.8434 GBP

1p ordinary

SWAP

Increasing Short

25,037

5.8618 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

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 of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

24 Jul 2024

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213