REG - Craneware plc - Response to Rule 2.8 Announcement by Bain Capital

CranewareAnnouncement

11/06/2025 08:00

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RNS Number : 3658M  Craneware plc  11 June 2025

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

 

FOR IMMEDIATE RELEASE

 

11 June 2025

 

 

Craneware plc

("Craneware" or the "Company")

 

Response to Rule 2.8 Announcement by Bain Capital Private Equity (Europe), LLP

 

The Board of Craneware notes the statement by Bain Capital Private Equity
(Europe), LLP ("Bain Capital") that Bain Capital is no longer considering a
possible offer for Craneware. As a result, Bain Capital is bound by the
restrictions set out in Rule 2.8 of the Takeover Code.

 

The Board confirms that it rejected a proposal from Bain Capital that valued
Craneware at £26.50 per share, a price which the Board believes fundamentally
undervalues Craneware and its prospects. The proposal was received without the
parties entering into a due diligence process.

 

The Board is fully confident in the ongoing execution of Craneware's strategy
and that its continued successful delivery will create significant value for
shareholders. The Board believes that the proposal received from Bain is not
in the best interest of shareholders and is not consistent with the Board's
understanding of the objectives of shareholders.

 

The Board believes the Company's share price performance over the last 12
months is not reflective of the Company's trading performance and the
continued improving prospects of the business, instead reflecting
non-Craneware specific market factors.

 

The Board confirms trading in the year to 30 June 2025 has been strong, with
continued growth in revenue and adjusted EBITDA, and further Earnings, ARR and
NRR acceleration.

 

 Enquiries:

 

 Craneware plc                                          +44 (0)131 550 3100
 Keith Neilson, CEO
 Craig Preston, CFO

 Alma Strategic Communications (Financial PR)           +44 (0)20 3405 0205
 Caroline Forde                                         craneware@almastrategic.com
 Kinvara Verdon
 Sarah Peters

 Goldman Sachs International (Lead Financial Adviser)   +44 (0)20 7774 1000
 Khamran Ali
 Nick Harper

 Peel Hunt (Financial Adviser, NOMAD and Joint Broker)  +44 (0)20 7418 8900
 Neil Patel
 Michael Nicholson
 Benjamin Cryer
 Kate Bannatyne

 

 

Important information

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for
Craneware and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Craneware for
providing the protections afforded to clients of Goldman Sachs International,
or for providing advice in connection with the matters referred to in this
announcement.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Craneware and for no one else in
connection with the matters referred to in this

announcement and will not be responsible to any person other than Craneware
for providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the matters referred to herein. Neither Peel
Hunt 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 Peel
Hunt in connection with the matters referred to in this announcement, or
otherwise.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Publication on website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available on Craneware's website at www.thecranewaregroup.com, by no
later than 12 noon (London time) on 12 June 2025. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.

 

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