Results of Court Meeting and General Meeting
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 OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
10 AUGUST 2026
FINAL* RECOMMENDED CASH OFFER
of
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
Results of Court Meeting and General Meeting held on 10 August 2026
and
Satisfaction of FCA Change in Control Condition
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"). A circular in relation to the Acquisition, on the basis of the Revised Offer, was published by Ramsdens on 17 July 2026 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.
* The announcement of the Revised Offer confirmed that the Revised Offer represents Bidco's final offer and will not be increased, except that Bidco 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).
The board of Ramsdens is pleased to announce that the Court Meeting and General Meeting were held earlier today in connection with the Acquisition and that all of the resolutions posed at the Court Meeting and the General Meeting in connection with the Acquisition were approved by the requisite majorities. In particular:
· the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and
· the requisite majority of Ramsdens Shareholders voted to pass the Resolution at the General Meeting to approve the implementation of the Scheme, the re-registration of Ramsdens as a private limited company and certain associated amendments to Ramsdens' articles of association,
and accordingly, the Scheme was approved.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting at Parts IX and X (respectively) of the Scheme Document, which is available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.
The total number of Ramsdens Shares in issue at the Voting Record Time was 32,664,782. No Ramsdens Shares were held in treasury. Consequently, the total voting rights in Ramsdens at the Voting Record Time were 32,664,782. Scheme Shareholders were entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and eligible Ramsdens Shareholders were entitled to one vote per Ramsdens Share held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this announcement will be posted on Ramsdens' website at www.ramsdensplc.com.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of those Scheme Shareholders, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:
|
|
Number of Scheme Shares voted |
% of Scheme Shares voted(1) |
Number of Scheme Shareholders who voted(2) |
% of Scheme Shareholders who voted(1) |
Number of Scheme Shares voted as a % of the issued share capital entitled to vote on the Scheme(1) |
|
For |
12,930,883 |
95.62 |
31 |
77.50 |
39.59 |
|
Against |
592,760 |
4.38 |
9 |
22.50 |
1.81 |
|
Total |
13,523,643 |
100.00 |
34 |
100.00 |
41.40 |
(1) All percentages rounded to two decimal places.
(2) Where a Scheme Shareholder has cast some of their votes "For" and some of their votes "Against" the resolution, such Scheme Shareholder has been counted as having voted both "For" and "Against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. The total of Scheme Shareholders voting "For" and "Against" the resolution therefore exceeds the total number of Scheme Shareholders who voted.
Voting results of the General Meeting
At the General Meeting, the Resolution to approve the implementation of the Scheme, the re-registration of Ramsdens as a private limited company and certain associated amendments to Ramsdens' articles of association was passed by the requisite majority of Ramsdens Shareholders. The Resolution proposed at the General Meeting was passed on a poll vote. Details of the votes cast are as follows:
|
Resolution |
For(1) |
Against |
Total ISC Voted |
Votes Withheld(3) |
|||
|
Number |
%(2) |
Number |
%(2) |
Number |
%(2) |
||
|
To give effect to the Scheme and to re-register Ramsdens as a private limited company, including the amendment of the articles of association of Ramsdens |
13,083,760 |
95.55 |
609,048 |
4.45 |
13,692,808 |
41.92 |
8,013 |
(1) Includes discretionary votes.
(2) All percentages rounded to two decimal places.
(3) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" the Resolution.
Satisfaction of FCA Change in Control Condition
Ramsdens is further pleased to announce that it has received notice from Bidco that on 31 July 2026 the FCA gave the requisite approval to the proposed change in control of the Ramsdens entity that is a 'UK authorised person' pursuant to the Acquisition and, as such, the FCA Change in Control Condition has been satisfied.
Next Steps
The outcome of today's Court Meeting and General Meeting and the FCA's approval of the change in control means that Conditions 2.1, 2.2 and 3 set out in Part A of Part III of the Scheme Document have been satisfied.
The Acquisition also remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part A of Part III of the Scheme Document, including the CMA Condition and the Court sanctioning the Scheme at the Court Sanction Hearing.
The parties are aiming to complete the Acquisition by the end of H2 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions.
The expected timetable for implementation of the principal events relating to the Scheme is:
|
Event |
Time and/or date (1) |
|
The following dates are indicative only and are subject to change: |
|
|
Court Sanction Hearing |
A date, expected to be in the second half of 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions, to be notified to Ramsdens Shareholders by announcement through a Regulatory Information Service in due course (date "D") |
|
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 the Cash Consideration due under the Scheme |
Within 14 days of the Effective Date |
|
Long Stop Date |
31 December 2026 (2) |
|
|
|
(1) These dates and times are indicative only and will depend, among 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.
(2) 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.
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 (0)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.
This announcement does not constitute a prospectus or a prospectus exempted document.
This announcement has been prepared for the purpose 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 announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
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. 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 announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.
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 other 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 other 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 U.S. 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 U.S. 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 U.S. tender offer and proxy solicitation rules. The financial information included in 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 U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable U.S. laws and regulations.
The receipt of cash pursuant to the Acquisition by a U.S. 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 U.S. 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 U.S., 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 U.S. and would be in accordance with applicable law, including the U.S. 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, oral statements made regarding the Acquisition, and other information published by FirstCash, Bidco and/or Ramsdens contains, or may 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. Forward-looking statements 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 the 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.
None of FirstCash, Bidco or 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 or otherwise made will actually occur. You are cautioned not to place any reliance on these forward-looking statements. The forward-looking statements in this announcement 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 Ramsdens or any member of 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, none of FirstCash, Bidco or 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.
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. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) 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. (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 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 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.
In accordance with Rule 30.3 of the Code, Ramsdens Shareholders may, subject to applicable securities laws, request a hard copy of this announcement (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 in electronic form or via a website notification, a hard copy of this announcement 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.
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