REG - Craneware plc - Response to Statement by Bain Capital

CranewareAnnouncement

Yesterday 15:30

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RNS Number : 0761J  Craneware plc  16 May 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

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

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE"). THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT
OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY
OFFER MAY BE MADE

 

FOR IMMEDIATE RELEASE

 

16 May 2025

 

Craneware plc

("Craneware" or the "Company")

 

Statement re possible offer by Bain Capital Private Equity (Europe), LLP
("Bain Capital")

 

The Board of Craneware notes the announcement by Bain Capital Private Equity
(Europe), LLP ("Bain Capital") that it is assessing a possible offer for
Craneware plc ("Craneware"). The Board of Craneware confirms that no proposal
has been received from Bain Capital.

 

In accordance with Rule 2.6(a) of the Code, Bain Capital is required, by no
later than 5 p.m. on 13 June 2025, to either:

 

(i)  announce a firm intention to make an offer for Craneware under Rule 2.7
of the Code; or

(ii) announce that it does not intend to make an offer for Craneware, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies.

 

This deadline will only be extended with the consent of the Panel on Takeovers
and Mergers (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.

 

A further announcement will be made if and when appropriate.

 

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.

 

Rule 2.9 information

 

In accordance with Rule 2.9 of the Code, the Company confirms that as at the
close of business on 15 May 2025 its issued share capital consisted of
35,409,802 ordinary shares of 1 pence each, excluding 132,367 Ordinary Shares
held in treasury.

 

The Ordinary Shares are voting shares (each such Ordinary Share carries one
vote per Ordinary Share) and are admitted to trading on the AIM market of the
London Stock Exchange under the International Securities Identification Number
GB00B2425G68.

 

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
(https://urldefense.com/v3/__http:/www.thecranewaregroup.com__;!!O2kDR7mm-zSJ!qtRN0RksgLUpqTWRCTDa3NpKhrqknMtNv1mGA2KFaBeOLbtOjzW_Q0Y5Fy6nqEUC01EQJQJRtmK5S_IZKdaa$)
, by no later than 12 noon (London time) on 19 May 2025. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

 

Disclosure requirements of the Takeover Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

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