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 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 | Craneware plc |
(d) Is the discloser the offeror or the offeree? | Offeree |
(e) Date position held: The latest practicable date prior to the disclosure | 30 May 2025 |
(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" | 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 purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
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 |
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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.
