Update on Letters of Intent
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
5 August 2026
Disclosure under Rule 2.10(c) of the Takeover Code in respect of the
FINAL RECOMMENDED CASH OFFER
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
Update on Letters of Intent
On 23 June 2026, the boards of directors of Chess Bidco Limited ("Bidco") and Ramsdens Holdings PLC ("Ramsdens") announced, pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement"), that they had reached an agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, an indirect wholly-owned subsidiary of FirstCash Holdings, Inc. ("FirstCash"), would acquire the entire issued and to be issued share capital of Ramsdens.
On 16 July 2026, the boards of Bidco and Ramsdens announced (the "Revised Offer Announcement") that they had reached agreement on a Revised Offer for the Acquisition to increase the value to be received by Ramsdens Shareholders. Bidco announced in the Revised Offer Announcement that the Revised Offer represented its 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).
The Acquisition is to be effected by means of a Court-sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 17 July 2026.
Letters of Intent
As set out the in the Revised Offer Announcement, Bidco received non-binding letters of intent from Lion Nominees Limited (as nominee for TrinityBridge Limited) ("TrinityBridge") and Downing LLP ("Downing") to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 4,298,782 Ramsdens Shares representing, in aggregate, approximately 13.16 per cent. of the existing issued ordinary share capital of Ramsdens as at 15 July 2026, being the last Business Day before the Revised Offer Announcement.
On 5 August 2026, pursuant to a Form 8.3 released by TrinityBridge on 5 August 2026, Bidco became aware that 216 Ramsdens Shares that were subject to the TrinityBridge letter of intent had been sold. These were in addition to the prior and announced disposals of 23,886 Ramsdens Shares that were also subject to the TrinityBridge letter of intent. Accordingly, TrinityBridge has now disposed of, in aggregate, 24,102 Ramsdens Shares that were subject to the TrinityBridge letter of intent so therefore the total number of Ramsdens Shares which are subject to the TrinityBridge letter of intent is now 2,260,497 Ramsdens Shares, representing approximately 6.92 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 4 August 2026, being the last Business Day prior to the date of this announcement.
In addition to the above, on 29 July 2026, pursuant to a Form 8.3 released by Downing on 29 July 2026, Bidco became aware that 5,429 Ramsdens Shares that were subject to the Downing letter of intent had been sold. These were in addition to the prior and announced disposals of 15,547 Ramsdens Shares that were also subject to the Downing letter of intent. Accordingly, Downing has now disposed of, in aggregate, 20,976 Ramsdens Shares that were subject to the Downing letter of intent so therefore the total number of Ramsdens Shares which are subject to the Downing letter of intent is now 1,993,207 Ramsdens Shares, representing approximately 6.10 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 4 August 2026, being the last Business Day prior to the date of this announcement.
Accordingly therefore, the total number of Ramsdens Shares which are subject to letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 4,253,704 Ramsdens Shares representing approximately 13.02 per cent. of the total issued share capital of Ramsdens as at 4 August 2026, being the last Business Day prior to the date of this announcement.
In addition to the letters of intent, as described in the Rule 2.7 Announcement, Bidco has received irrevocable undertakings from those Ramsdens Directors to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 1,335,860 Ramsdens Shares representing approximately 4.09 per cent. of the total issued share capital of Ramsdens as at 4 August 2026, being the last Business Day prior to the date of this announcement.
In aggregate therefore, the total number of Ramsdens Shares which are subject to irrevocable undertakings or a letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 5,589,564 Ramsdens Shares representing approximately 17.11 per cent. of the total issued share capital of Ramsdens as at 4 August 2026, being the last Business Day prior to the date of this announcement.
Unless otherwise defined, capitalised terms used in this announcement have the same meanings as set out in the Scheme Document and the Revised Offer Announcement.
Enquiries
|
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 |
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.
Further information
This announcement is for information purposes and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer 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, nor shall there be any sale, issuance or transfer of securities of Ramsdens in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document), which contains (or will contain) the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to 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 Offer Document). Ramsdens and Bidco urge Ramsdens Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document.
Please be aware that addresses, electronic addresses and certain other 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.
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.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Ramsdens Shares with respect to 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 announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Copies of this announcement and 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.
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 Overseas Shareholders will be contained in the Scheme Document.
The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the FCA and the AIM Rules.
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 the Scheme documentation has been or will have 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. Such 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 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 such forward-looking statements 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 they are made. 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.
Dealing disclosure requirements
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 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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category may vary slightly and figures shown as totals may not be an arithmetic aggregation of figures that precede them.
Publication on website and availably of hard copies
A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FirstCash's website at https://investors.firstcash.com by no later than 12 noon (London time) on the Business Day following publication of this announcement. For the avoidance of doubt, the contents of any websites referred to in this announcement are not incorporated into and do not form part of this announcement.
In accordance with Rule 30.3 of the Code, Ramsdens Shareholders, persons with information rights and participants in the Ramsdens Share Schemes may, subject to applicable securities laws, request a hard copy of this announcement 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.
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