REG - Craneware plc - Form 8 (OPD) - Craneware
30/05/2025 09:15
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RNS Number : 7812K Craneware plc 30 May 2025
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Craneware plc (the "Offeree")
(b) Owner or controller of interests and short positions disclosed, if N/A
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.
(c) Name of offeror/offeree in relation to whose relevant securities this form Craneware plc
relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? Offeree
(e) Date position held: 30 May 2025
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser making N/A
disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security: Ordinary Shares of £0.01
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to Nil 0 Nil 0
purchase/sell:
Nil 0 Nil 0
TOTAL:
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).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: Nil
Details, including nature of the rights concerned and relevant percentages: Nil
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
3(a) The directors and founders of the Offeree, and persons acting on concert
with the Offeree, (and their close relatives and related trusts) own Ordinary
Shares in the Offeree as follows (excludes options and awards set out in 3(b)
below):
NAME NUMBER OF ORDINARY SHARES PERCENTAGE OF TOTAL ISSUED ORDINARY SHARE CAPITAL (excluding treasury shares)
Keith Neilson (Director & Co-Founder) 3,175,602 8.97%
Craig Preston (Director) 93,230 0.263%
Isabel Urquhart (Director) 12,879 0.036%
William Whitehorn (Director) 6,500 0.018%
William Gordon Craig (Co-Founder) 2,068,666 5.84%
Derek Paterson 840,845 2.37%
3(b) The directors and founders of the Offeree, and persons acting on
concert with the Offeree, hold options and awards in respect of Ordinary
Shares in the Offeree as follows:
Keith Neilson
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
28,628 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
36,469 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £11.775 Granted: 12 September 2016
Vested: 12 September 2019
Expires: 12 September 2026
1,690 Ordinary Shares of £0.01 each The Craneware plc Schedule 4 Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
7,238 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
4,460 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 21 September 2022
Expires: 5 September 2028
25,769 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
41,628 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
24,551 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Craig Preston
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
6,618 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
3,305 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 21 September 2022
Expires: 5 September 2028
19,154 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
30,942 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
19,506 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Isabel Urquhart
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
2,654 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
1,747 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 22 September 2021
Expires: 5 September 2028
13,166 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
21,268 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
12,645 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
William Gordon Craig
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
13,618 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
3,172 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
5,125 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
2,690 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Derek Paterson
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
10,550 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
2,424 Ordinary Shares of £0.01 each The Craneware plc Schedule 4 Company Share Option Plan (2016) £12.375 Granted: 24 March 2017
Vested: 24 March 2020
Expires: 24 March 2027
921 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £12.375 Granted: 24 March 2017
Vested: 24 March 2020
Expires: 24 March 2027
2,425 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
1,596 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 22 September 2021
Expires: 5 September 2028
7,518 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
12,146 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
6,860 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
3(b) The directors and founders of the Offeree, and persons acting on
concert with the Offeree, hold options and awards in respect of Ordinary
Shares in the Offeree as follows:
Keith Neilson
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
28,628 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
36,469 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £11.775 Granted: 12 September 2016
Vested: 12 September 2019
Expires: 12 September 2026
1,690 Ordinary Shares of £0.01 each The Craneware plc Schedule 4 Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
7,238 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
4,460 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 21 September 2022
Expires: 5 September 2028
25,769 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
41,628 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
24,551 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Craig Preston
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
6,618 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
3,305 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 21 September 2022
Expires: 5 September 2028
19,154 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
30,942 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
19,506 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Isabel Urquhart
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
2,654 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
1,747 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 22 September 2021
Expires: 5 September 2028
13,166 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
21,268 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
12,645 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
William Gordon Craig
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
13,618 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
3,172 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
5,125 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
2,690 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
Derek Paterson
Number and Class of Securities under Option Name of Scheme or Plan Exercise Price Vesting Details
10,550 Ordinary Shares of £0.01 each The Craneware plc Employees' Share Option Plan 2007 £7.50 Granted: 9 March 2016
Vested: 9 March 2019
Expires: 9 March 2026
2,424 Ordinary Shares of £0.01 each The Craneware plc Schedule 4 Company Share Option Plan (2016) £12.375 Granted: 24 March 2017
Vested: 24 March 2020
Expires: 24 March 2027
921 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £12.375 Granted: 24 March 2017
Vested: 24 March 2020
Expires: 24 March 2027
2,425 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £17.75 Granted: 17 January 2018
Vested: 17 January 2021
Expires: 17 January 2028
1,596 Ordinary Shares of £0.01 each The Craneware plc Unapproved Company Share Option Plan (2016) £27.10 Granted: 5 September 2018
Vested: 22 September 2021
Expires: 5 September 2028
7,518 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 18 November 2022
Vesting: 18 November 2025
Expires: 18 November 2027
12,146 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 6 September 2023
Vesting: 6 September 2026
Expires: 6 September 2028
6,860 Ordinary Shares of £0.01 each The Craneware plc Long Term Incentive Plan (2022) £0 Granted: 16 September 2024
Vesting: 16 September 2027
Expires: 16 September 2029
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).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
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 party to
the offer making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in
concert with it, 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
Supplemental Form 8 (SBL) No
Date of disclosure: 30 May 2025
Contact name: Craig Preston, Chief Financial Officer
Telephone number: 0131 550 3100
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.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .
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