PUBLICATION OF THE SCHEME DOCUMENT
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 July 2026
for
RAMSDENS HOLDINGS PLC
by
CHESS BIDCO LIMITED
(an indirect wholly-owned subsidiary of FirstCash Holdings, Inc.)
to be implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 23 June 2026, Ramsdens Holdings PLC ("Ramsdens") and Chess Bidco Limited ("Bidco") announced that they had agreed the terms of a recommended cash acquisition by Bidco, an indirect wholly-owned subsidiary of FirstCash Holdings, Inc. ("FirstCash"), to acquire the entire issued and to be issued share capital of Ramsdens (the "Acquisition"). The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
On 16 July 2026, Ramsdens and Bidco announced that they had agreed the terms of an increased and final* recommended cash offer for the Acquisition (the "Revised Offer").
Publication and posting of the Scheme Document
Ramsdens is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") will be published today, setting out, amongst other things, a letter from the Chair of Ramsdens, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Ramsdens Shareholders.
The Scheme Document and this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copies of the Scheme Document and the Forms of Proxy and voting instructions for the Court Meeting and the General Meeting will be posted to Ramsdens Shareholders. Participants in the Ramsdens Share Schemes will also be sent details of the proposals being made to them.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
On 16 July 2026, Ramsdens published a trading update, including an update to the previously announced profit forecast set out in the Rule 2.7 Announcement (the "July Profit Forecast"). As required by Rule 28 of the Code, the July Profit Forecast is set out in Part VII (Profit Forecast) of the Scheme Document.
Action required
As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things:
· the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders at the Court Meeting (or any adjournment of the Court Meeting); and
· the passing of the Resolution at the General Meeting.
The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting which are to be held at 16 Falcon Court, Preston Farm Industrial Estate, Stockton on Tees, TS18 3TU at 1.00 p.m. and 1.15 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 10 August 2026, respectively, are set out in the Scheme Document. Forms of Proxy for use at such Meetings have been sent to Ramsdens Shareholders.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy online (through Shareview or Proxymity (for institutional investors only)) or through the CREST electronic proxy appointment service (as appropriate) as soon as possible. If you hold Ramsdens Shares through a platform (such as Hargreaves Lansdown, Interactive Investor or AJ Bell) contact your platform or share plan provider directly to make arrangements for your nominee to vote on your behalf.
Recommendation
The Ramsdens Directors, who have been so advised by Cavendish as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Ramsdens Directors, Cavendish has taken into account the commercial assessments of the Ramsdens Directors. Cavendish is providing independent financial advice to the Ramsdens Directors for the purposes of Rule 3 of the Code.
Accordingly, in order to implement the Acquisition, the Ramsdens Directors unanimously recommend that Scheme Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and that Ramsdens Shareholders vote, or procure the vote, in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that Ramsdens Shareholders accept or procure acceptance of the Takeover Offer), as those Ramsdens Directors who are interested in Ramsdens Shares have irrevocably undertaken to do in respect of their and (where relevant) their close relatives' aggregate beneficial holdings of 1,335,860 Ramsdens Shares (representing approximately 4.09% per cent. of the Ramsdens issued share capital as at the Last Practicable Date).
Ramsdens Shareholders should carefully read the whole Scheme Document (including any documents incorporated into the Scheme Document by reference) before making a decision with respect to the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Ramsdens Shareholders at the General Meeting, the satisfaction of the FCA Change in Control Condition and the satisfaction of the CMA Condition. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including sanction of the Court) and further terms, as described more fully in the Scheme Document.
Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective in the second half of 2026 and, in any event, prior to the Long Stop Date. If any of the key dates set out in the timetable change, the revised times and/or dates will be notified to Ramsdens Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.
Shareholder Helpline
If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service or online, please contact Ramsdens' registrar, Equiniti, by writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or by calling the shareholder helpline on +44 (0)371 384 2050. The shareholder helpline will be available from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding public holidays in England and Wales). Please ensure that the country code is used if calling from outside the UK. Calls to the shareholder helpline from outside of the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.
If you hold Ramsdens Shares through a platform (such as Hargreaves Lansdown, Interactive Investor or AJ Bell) and have any questions about how to vote, please contact your platform or share plan provider directly, read the guide on how to vote via a platform on FirstCash's website at https://investors.firstcash.com and on Ramsden's website at https://ramsdensplc.com or contact Georgeson on the details set out below. Georgeson (a trading name of Computershare Investor Services PLC) has been appointed to liaise with Ramsdens Shareholders to ensure that the proxy arrangements are completed and submitted by the deadline stated below. If you need further information or assistance in voting your Ramsdens Shares, please email Ramsdens@georgeson.com. It should be noted that, whilst the time for receipt of Forms of Proxy is 1.00 p.m. on 6 August 2026 for the Court Meeting and 1.15 p.m. on 6 August 2026 for the General Meeting (or, in the case of an adjourned Meeting, not later than 48 hours before the time and date set for such adjourned Meeting, excluding any part of a day that is not a Business Day), platform deadlines are likely to be earlier than this date so Ramsdens Shareholders who hold their shares through platforms should engage with their platform providers as soon as possible ahead of this date.
Enquiries:
|
Ramsdens Holdings PLC Peter Kenyon (CEO) / Martin Clyburn (CFO) |
+44 (0)1642 579 957 |
|
Cavendish (Financial Adviser, Nominated Adviser and Broker and Rule 3 Adviser to Ramsdens) Jonny Franklin-Adams / Marc Milmo / George Lawson / Andrea Callaghan / Henrik Persson |
+44 (0)20 7220 0500 |
|
Hudson Sandler (PR Adviser to Ramsdens) Alex Brennan / Emily Booker |
+44 (0)20 7796 4133 |
|
FirstCash and Bidco Rick L. Wessel (CEO & Vice-Chairman of the Board) / T. Brent Stuart (President & COO) / R. Douglas Orr (Executive Vice President & CFO) / Gar Jackson (Global IR Group - Investor Relations) |
+1 (817) 886 6998 |
|
Jefferies (Sole Financial Adviser to FirstCash and Bidco) Andrea Lee / Paul Bundred / Carolyn Connor |
+44 (0)20 7029 8000 |
Addleshaw Goddard LLP is acting as legal adviser to Ramsdens in connection with the Acquisition. Alston & Bird LLP and Gowling WLG (UK) LLP are acting as US and English legal advisers to FirstCash and Bidco in connection with the Acquisition.
Important notices relating to financial advisers
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Ramsdens and for no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Ramsdens for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to any matter referred to in this announcement. Neither Cavendish nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Cavendish in connection with this announcement, any statement contained herein or otherwise.
Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for FirstCash and Bidco and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than FirstCash and Bidco for providing the protections afforded to clients of Jefferies, nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through the Scheme Document (and the accompanying Forms of Proxy) or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the Takeover Offer document, which will contain the full terms and conditions of the Acquisition, including, if applicable, details of how to vote in respect of the Scheme. Any vote in respect of the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer document). Ramsdens and Bidco urge Ramsdens Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.
This announcement does not constitute a prospectus or a prospectus exempted document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
Bidco reserves the right to elect, with the consent of the Panel and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. If the Acquisition is effected by way of a Takeover Offer, and such offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act so as to acquire compulsorily the remaining Ramsdens Shares in respect of which the Takeover Offer has not been accepted.
Investors should be aware that Bidco may purchase Ramsdens Shares otherwise than under any Takeover Offer or the Scheme, including pursuant to privately negotiated purchases.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are not resident in the UK or who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the UK or who are subject to the laws of another jurisdiction to participate in the Acquisition or to vote their Ramsdens Shares in respect of the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this Announcement and any formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
The availability of the Acquisition to Ramsdens Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Further details in relation to Ramsdens Shareholders in overseas jurisdictions are contained in the Scheme Document.
The Acquisition will be subject to the applicable requirements of English law, the AIM Rules, the Code, the Panel, the Court, the London Stock Exchange and the FCA.
Additional information for US investors
The Acquisition is being made to acquire the shares of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Ramsdens Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Ramsdens Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them.
In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its nominees or its brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Ramsdens Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the US and would be in accordance with applicable law, including the US Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by FirstCash, Bidco and Ramsdens contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of FirstCash, Bidco and Ramsdens about future events, and are, therefore, subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement (and the information incorporated by reference into this Announcement) include statements relating to the expected effects of the Acquisition on FirstCash, Bidco and Ramsdens, the expected timing and scope of the Acquisition, the expected benefits of the Acquisition to FirstCash, Bidco and Ramsdens and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "goal", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although FirstCash, Bidco and Ramsdens believe that the expectations reflected in such forward-looking statements are reasonable, FirstCash, Bidco and Ramsdens can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are the ability to satisfy the Conditions, including approval of the Acquisition by Ramsdens Shareholders and receipt of required regulatory approvals, the ability to realise the anticipated benefits from the Acquisition, changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions, and any epidemic, pandemic or disease outbreak. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should, therefore, be construed in the light of such factors. Neither FirstCash, Bidco nor Ramsdens, nor any of their respective associates or directors, members, managers, partners, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to FirstCash, Bidco or any member of the Wider Bidco Group or the Ramsdens Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Other than in accordance with their legal or regulatory obligations, neither FirstCash, Bidco nor Ramsdens is under any obligation, and FirstCash, Bidco and Ramsdens expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
The July Profit Forecast and the profit forecast at Appendix C of the Rule 2.7 Announcement (the "Profit Forecast") are profit forecasts for the purposes of Rule 28 of the Code. The July Profit Forecast updates the Profit Forecast. In each case, the assumptions and basis of preparation on which the July Profit Forecast and the Profit Forecast are based and the Ramsdens Directors' confirmations, as required by Rule 28.1 of the Code, are set out in Part VII (Profit Forecast) of the Scheme Document and Appendix C to the Rule 2.7 Announcement respectively.
Other than in respect of the July Profit Forecast and the Profit Forecast, no statement in this announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for FirstCash, Bidco or Ramsdens, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for FirstCash, Bidco or Ramsdens, as appropriate.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth 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 per cent. 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 p.m. 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 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information provided by Ramsdens Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ramsdens may be provided to Bidco during the Offer Period as required under section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Publication on a website and availability of hard copies
This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com promptly, and in any event by no later than 12 noon on the Business Day following the date of this announcement. Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks in this announcement is incorporated into, or forms part of, this announcement or the Scheme Document.
In accordance with Rule 30.3 of the Code, Ramsdens Shareholders may, subject to applicable securities laws, request a hard copy of this announcement or the Scheme Document (and any information incorporated into it by reference to another source) by contacting Ramsdens' registrar, Equiniti, between 8:30 a.m. and 5:30 p.m. Monday to Friday (excluding public holidays in England and Wales) on +44 (0) 371 384 2050, or by submitting a request in writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, with an address to which the hard copy may be sent. Calls are charged at the standard geographic rate and will vary by provider. Ramsdens Shareholders may, subject to applicable securities laws, also request that all future documents, announcements and information to be sent in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this announcement or the Scheme Document in electronic form or via a website notification, a hard copy of this announcement or the Scheme Document will not be sent unless so requested.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following times and dates are indicative only based on Ramsdens' and Bidco's current expected dates for implementation of the Scheme and will depend, among other things, on the date upon which the Conditions are satisfied or, if capable of waiver, waived, and the date upon which the Court sanctions the Scheme. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Ramsdens will give notice of any update(s) to Ramsdens Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.
|
Event |
Time and/or date |
|
Publication of this document Latest time for lodging Forms of Proxy for the: |
17 July 2026 |
|
Court Meeting (BLUE form) |
1.00 p.m. on 6 August 2026(1) |
|
General Meeting (WHITE form) |
1.15 p.m. on 6 August 2026(2) |
|
Voting Record Time for the Court Meeting and the General Meeting |
6.30 p.m. on 6 August 2026(3) |
|
Court Meeting |
1.00 p.m. on 10 August 2026 |
|
General Meeting |
1.15 p.m. on 10 August 2026(4) |
|
The following dates are indicative only and are subject to change(5) |
|
|
Court Sanction Hearing |
A date expected to be in the second half of 2026 (date "D"), subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ramsdens Shares |
At close of business on D+1 Business Day |
|
Scheme Record Time and Date |
6:00 p.m. on D+1 Business Day |
|
Dealings in Ramsdens Shares suspended |
7:30 a.m. on D+2 Business Days |
|
Effective Date of the Scheme |
D+2 Business Days |
|
Cancellation of admission of Ramsdens Shares to trading on AIM |
7:00 a.m. on D+3 Business Days |
|
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers in respect of Cash Consideration due under the Scheme |
Within 14 days of the Effective Date |
|
Long-Stop Date |
31 December 2026(6) |
Notes:
(1) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a Business Day. An original copy of a completed and signed BLUE Form of Proxy not so lodged may be handed to the representatives of Equiniti or the Chair of the Court Meeting, or it may be scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com, before the start of the Court Meeting and it will still be valid.
(2) WHITE Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a Business Day. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
(3) If the Court Meeting is adjourned, the Voting Record Time will be 6.30 p.m. on the day which is two days before the date of the adjourned Court Meeting, excluding any part of a day that is not a Business Day.
(4) To commence at 1.15 p.m. on 10 August 2026 (or as soon as reasonably practicable thereafter as the Court Meeting is concluded or adjourned).
(5) These dates and times are indicative only and will depend, amongst other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Scheme Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become Effective unless Bidco and Ramsdens agree a later date (with the Panel's consent, if required) or (in a competitive situation) a later date is specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow.
All references in this document to times are to London time unless otherwise stated.
* The Revised Offer represents Bidco's final offer and will not be increased, except that it reserves the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Ramsdens by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances).
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