Cropper (J) Regulatory News (CRPR)

1 August 2018

James Cropper Plc (the 'Company')

Directors' Shareholdings

Long-Term Incentive Plan Award

Total Voting Rights

Award of Shares to Directors:

The Company announces that on 31 July 2018, under the terms of the James Cropper PLC 2008 Long Term Incentive Plan (the "Plan"), an aggregate of 38,684 ordinary shares of 25 pence each ("Shares") in the Company were awarded to the following Directors of the Company:

In order to satisfy the award of Shares, the Company has allotted 2,786 new Shares to Mark Cropper and 6,067 new Shares to Patrick Willink. James Cropper EBT Ltd has transferred 29,831 Shares to the other Directors as detailed above.

Application will be made to the London Stock Exchange for 8,853 new Shares to be admitted to trading on AIM ("Admission"), and it is expected that Admission will become effective and trading will commence at 8.00am on 8 August 2018.

Following Admission of the new Shares, the Company's enlarged issued share capital will comprise 9,487,905 Shares with voting rights. There are no Shares held in treasury. Therefore, the total number of Shares in the Company with voting rights will be 9,487,905 and Shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Sale of Shares by Directors:

In order to settle the income tax and national insurance liabilities on the award, all the above Directors, with the exception of Mark Cropper, have each sold 50% of the Shares awarded to them to James Cropper EBT Ltd, the trustees of the James Cropper Employee Trust, at a price of 1,650.0 pence per Share. Isabelle Maddock and Patrick Willink have each sold 3,034 Shares, Phil Wild has sold 5,146 Shares, Dave Watson has sold 3,413 Shares and Martin Thompson has sold 3,324 Shares.

Directors Interests:

Further to the Share transactions above, the beneficial interests of the following Directors were increased by:

Mark Cropper 2,786 Shares

Phil Wild 5,145 Shares

Isabelle Maddock 3,033 Shares

Martin Thompson 3,324 Shares

Dave Watson 3,412 Shares

Patrick Willink 3,033 Shares

Directors' Interests over 3%:

As a result of the above transactions, the beneficial and non-beneficial interest for Directors' holdings over 3% is:

* Includes 486,924 Shares pledged as security.

The total interest of the Concert Party, as defined in the Company's circular to shareholders dated 30 June 2015, following these transactions, directly and indirectly is 3,610,204 Shares, which represents 38.1% of the issued share capital of the Company, as enlarged by the issue of the new Shares.

The issue of the above Shares to members of the Concert Party does not in this instance trigger an obligation that might otherwise arise under Rule 9 of the Takeover Code for the Concert Party to make a mandatory offer for the ordinary shares not already owned by it, as a waiver granted by the Panel on Takeovers and Mergers of the obligation was approved by independent shareholders at the Company's AGM on Wednesday 29 July 2015.

Purchase of Shares by James Cropper EBT Ltd:

The purchase of Shares was to satisfy future releases under the James Cropper PLC 2008 Long Term Incentive Scheme Plan, in which participants, including executive directors, have a potential interest, subject to the achievement of performance targets.

As a result of the above transactions, James Cropper EBT Ltd is interested in 63,448 Shares, representing 0.7% of the issued share capital of the Company, as enlarged by the issue of the new Shares.

Further to the movement in the shareholding of James Cropper EBT Ltd, the non-beneficial interests of the following PDMRs were decreased by:

David Wilks (Non - Executive Director) 11,880 Shares.

Jim Sharp (Non - Executive Director) 11,880 Shares.

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