Form 8-K
8-K — FirstCash Holdings, Inc.
Accession: 0001104659-26-076623
Filed: 2026-06-23
Period: 2026-06-23
CIK: 0000840489
SIC: 5900 (RETAIL-MISCELLANEOUS RETAIL)
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2618455d1_8k.htm (Primary)
EX-2.1 — EXHIBIT 2.1 (tm2618455d1_ex2-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2618455d1_ex99-1.htm)
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8-K — FORM 8-K
8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 23, 2026
FIRSTCASH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Texas
001-10960
87-3920732
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1600
West 7th Street, Fort Worth, Texas 76102
(Address of principal executive offices, including
zip code)
(817) 335-1100
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.01 per share
FCFS
The Nasdaq Stock Market
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure
On June 23, 2026, FirstCash Holdings, Inc. (the
“Company”) issued a press release announcing the proposed acquisition of Ramsdens Holdings PLC, a company incorporated in
England and Wales whose shares are listed on the London Stock Exchange (“Ramsdens”), by Chess Bidco Limited (“Bidco”),
an indirect wholly-owned subsidiary of the Company. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated
into this Item 7.01 by reference.
The information provided in this Item 7.01
(including Exhibit 99.1) shall not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended the ("US Exchange Act"), nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of
1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express
reference thereto.
Item 8.01. Other Information
On
June 23, 2026, Bidco released an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the United Kingdom
City Code on Takeovers and Mergers (the “Code”) disclosing that the board of directors of Bidco (the “Bidco Board”)
and the board of directors of Ramsdens (the “Ramsdens Board”) had reached agreement on the terms of a final*
recommended cash offer by Bidco for the entire issued and to be issued share capital of Ramsdens (the “Acquisition”).
Rule 2.7 Announcement
On June 23, 2026, Bidco released the Rule 2.7
Announcement, disclosing that the Bidco Board and the Ramsdens Board had reached agreement on the terms of the Acquisition. It is intended
that, the Acquisition will be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26
of the United Kingdom Companies Act 2006, as amended (the “UK Companies Act”). Under the terms of the Acquisition, Ramsdens
shareholders will be entitled to receive 609 pence in cash for each Ramsdens share held, comprising (i) 600 pence in cash from Bidco and
(ii) permitted dividends of 9 pence per share due to be paid on October 9, 2026.
The Acquisition will be subject to customary closing
conditions and certain further terms, including, among others: (i) the approval of the Scheme by a majority in number of Ramsdens shareholders
also representing not less than 75% in value of the Ramsdens shares, in each case present and voting, either in person or by proxy, at
the Ramsdens shareholders’ meeting; (ii) the sanction of the Scheme by the High Court of Justice in England and Wales;
(iii) the receipt of regulatory approvals, including from the Financial Conduct Authority of the United Kingdom and the United Kingdom’s
Competition and Markets Authority; and (iv) the Scheme becoming effective before 11:59 p.m. (London time) on December 31, 2026. The conditions
to the Acquisition are set out in full in the Rule 2.7 Announcement. Subject to the satisfaction or waiver of all relevant conditions,
it is expected that the Acquisition will be completed in the second half of 2026.
Bidco has reserved the right, subject to the prior
consent of the UK Panel on Takeovers and Mergers (and to the terms of the Co-operation Agreement, as defined below), to elect to implement
the Acquisition by way of a takeover offer (as such term is defined in the UK Companies Act) (a “Takeover Offer”).
The foregoing summary of the Rule 2.7 Announcement
is subject to, and qualified in its entirety by, the text of the Rule 2.7
Announcement, which is filed as Exhibit 2.1 hereto
and incorporated herein by reference.
*
The financial terms of the acquisition are final and will not be increased
or improved, except that Bidco reserves the right to increase the amount of the cash consideration payable by it (i) if there is an announcement
on or after the date of the Rule 2.7 Announcement of a possible offer or a firm intention to make an offer for Ramsdens by a third party
or (ii) with the consent of the UK’s Panel on Takeovers and Mergers (which will be granted only in wholly exceptional circumstances).
Bridge Credit Agreement
The Company currently envisages drawing down funds
under its existing U.S. revolving unsecured credit facility (as the same may be amended, restated, varied or replaced from time to time)
prior to the effective date of the Acquisition to permit Bidco to finance the Acquisition and to pay related fees and expenses, including
potential repayment of Ramsdens outstanding indebtedness. However, in order to provide a backstop for the financing of the Acquisition
and to satisfy the “certain funds” requirements under the Code, Bidco, the Company and FirstCash, Inc. entered into a Bridge
Term Loan Credit Agreement, dated as of June 23, 2026 (as amended, restated, supplemented or modified from time to time, the “Bridge
Credit Agreement”), with Jefferies Finance LLC (as administrative agent), the other guarantors party thereto and the lenders party
thereto, pursuant to which the lenders agreed to provide Bidco certain borrowings in an aggregate amount of up to £218 million on
the terms and conditions set forth in the Bridge Credit Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.
Description
2.1
Rule 2.7 Announcement
99.1
Press release, dated June 23, 2026, announcing the Acquisition
104
Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)
Further Information; No Offer or Solicitation
This Form 8-K 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 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 shareholders are urged to read the Scheme document when it becomes available, because it will contain important information relating
to the Acquisition.
Additional Information
The Acquisition to acquire the shares of an English company is expected
to be made 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
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 Form 8-K and the exhibits hereto contains forward-looking statements
regarding, among other things, the Acquisition, the anticipated benefits and timing of the Acquisition, the anticipated financing of the
Acquisition and the business, financial condition, outlook and prospects of the Company and Ramsdens. Forward-looking statements, as that
term is defined in the Private Securities Litigation Reform Act of 1995, can be identified by the use of forward-looking terminology such
as “outlook,” “believes,” “projects,” “expects,” “may,” “estimates,”
“should,” “plans,” “targets,” “intends,” “could,” “would,” “anticipates,”
“potential,” “confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable
terminology, or by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements
can also be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements
relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have
not yet occurred, these statements are inherently subject to risks and uncertainties.
While the Company believes the expectations reflected in forward-looking
statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders are cautioned that
such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially from those anticipated
by the forward-looking statements made in this release. With respect to the Acquisition, these factors, risks and uncertainties include,
without limitation, the risk that the Acquisition may not be consummated, including as a result of a failure by Company or Ramsdens to
obtain the necessary shareholder (in the case of Ramsdens) or regulatory approvals required for the Acquisition, or that required regulatory
approvals may delay the Acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the Acquisition,
or the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; the length of
time necessary to consummate the Acquisition, which may be longer than anticipated for various reasons; the risk that Ramsdens will not
be combined and integrated successfully; the risk that the cost savings, synergies and other benefits from the Acquisition may not be
fully realized or may take longer to realize than expected; the diversion of management time on acquisition-related issues; the risk that
costs associated with the integration of Ramsdens is higher than anticipated; increased exposure to local economic and political conditions,
exchange rate fluctuations and the extensive regulatory regime in the UK; risks related to the ability to hire and retain key Ramsdens
personnel; and the effects of tax assessments or tax positions taken, risks related to goodwill and other intangible asset impairment,
tax adjustments, anticipated tax rates, or other regulatory compliance costs; and risks related to the ability of the Company to utilize
borrowings under its existing revolving credit facility to fund the Acquisition and to not rely on the Bridge Credit Agreement to finance
the Acquisition.
Additional risks and uncertainties with respect to the Company are
discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors” thereof, and other reports the Company
files with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control, nor can the Company predict,
in many cases, all of the risks and uncertainties that could cause its actual results to differ materially from those indicated by the
forward-looking statements. The forward-looking statements contained in this release speak only as of the date of this release, and the
Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such statement to reflect any change
in the Company’s expectations or any change in events, conditions or circumstances on which any such statement is based, except
as required by law.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement
will be made available, subject to certain restrictions, on the Company’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.
Right to Request Hard Copies
In accordance with Rule 30.3 of the Code, a person so entitled may
request a hard copy of this announcement (and any document or information incorporated into it by reference to another source) by contacting
Ramsdens’s registrars, Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom
or by calling them during business hours on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference
into this announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request
that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy
form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 23, 2026
FIRSTCASH HOLDINGS, INC.
(Registrant)
/s/
R. DOUGLAS ORR
R. Douglas Orr
Executive Vice President
and Chief Financial Officer (As Principal Financial and Accounting Officer)
EX-2.1 — EXHIBIT 2.1
EX-2.1
Filename: tm2618455d1_ex2-1.htm · Sequence: 2
Exhibit 2.1
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
23 June 2026
RECOMMENDED CASH ACQUISITION
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
Summary
· The
boards of directors of Chess Bidco Limited ("Bidco") and Ramsdens Holdings
PLC ("Ramsdens") are pleased to announce that they have 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"), will acquire
the entire issued and to be issued share capital of Ramsdens.
· Under
the terms of the Acquisition, each Ramsdens Shareholder will be entitled to receive a total
value of up to 609 pence in cash (the "Offer Value") comprising:
· 600
pence per Ramsdens Share in cash from Bidco (the "Cash Consideration");
and
· permitted
dividends of up to 9 pence per Ramsdens Share as a consequence of the declaration of the
interim dividend of 6 pence per Ramsdens Share and the special dividend of 3 pence per Ramsdens
Share (together the "Permitted Dividends") on 3 June 2026, expected
to be paid on 9 October 2026.
· If
the Acquisition becomes Effective before some or all of the Permitted Dividends are paid,
the Cash Consideration shall be increased by the same amount of the Permitted Dividends that
has not been paid.
· Ramsdens
Shareholders will be entitled to receive Cash Consideration of, in aggregate, approximately
£203 million. The Cash Consideration represents a premium of approximately:
· 33%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 46%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
1
· 58%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 22%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
· Including
the Permitted Dividends payment of up to 9 pence, Ramsdens Shareholders will be entitled
to receive, in aggregate, up to approximately £206 million on a fully diluted basis,
which represents a premium of approximately:
· 35%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 48%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
· 61%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 24%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
· The
terms of the Acquisition value the entire issued and to be issued share capital of Ramsdens
at up to approximately £206 million on a fully diluted basis and imply an enterprise
value of Ramsdens on a pre-IFRS 16 basis of up to approximately £203 million.
· If,
on or after the date of this announcement and prior to the Effective Date, any dividend and/or
other distribution and/or other return of capital or value is announced, declared, made or
paid or becomes payable in respect of Ramsdens Shares (other than the Permitted Dividends),
or if the Permitted Dividends exceed, in aggregate, 9 pence per Ramsdens Share, Bidco reserves
the right to reduce the consideration payable under the terms of the Acquisition by an amount
per Ramsdens Share up to the amount of such dividend and/or distribution and/or return of
capital or value. In such circumstances, Ramsdens Shareholders shall be entitled to retain
any such dividend, distribution, or other return of value declared, made or paid.
· It
is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act.
Background to and reasons for the Acquisition
· FirstCash
has a long history as a leading international pawnbroking operator with over 3,300 locations
in the US, Latin America and the UK. Its stock trades on the US Nasdaq market with a market
cap in excess of $10 billion USD.
· FirstCash
has an established track record of successfully acquiring, integrating and scaling pawnbroking
businesses across international markets. FirstCash continues to expand its operations in
the US and Latin America, and most recently, entered the UK market through its acquisition
of H&T in 2025.
· Ramsdens
represents a compelling opportunity for FirstCash to further grow its business in the UK
market through the acquisition of a highly complementary business and will further cement
FirstCash's position as the largest publicly traded pawn platform in the US, Latin America
and the UK.
2
Recommendation
· The
Ramsdens Directors believe that the Offer Value represents an opportunity for Ramsdens Shareholders
to realise an immediate cash return at a significant premium to the recent trading price
for their Ramsdens Shares.
· 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,
the Ramsdens Directors intend to recommend unanimously that Ramsdens Shareholders vote in
favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or,
in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure the 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 4.13% of Ramsdens' issued share capital as at the close of business on the
Latest Practicable Date).
Background to and reasons for the recommendation
· Ramsdens
is a UK-based diversified retailer and financial services provider, offering jewellery retail,
precious metals buying, foreign currency exchange and pawnbroking services. The business
today operates both through a nationwide network of 174 stores across England, Scotland and
Wales as well as a growing online offering. The Ramsdens Group serves a wide range of customers,
including those with limited access to traditional banking services.
· The
Ramsdens Board continues to recognise the inherent strength of the business as an independent
entity, underpinned by its established operating model and consistent financial performance
over time.
· The
Ramsdens Board recognises that the future performance of Ramsdens remains subject to a range
of external factors and risks. In particular, Ramsdens’ recent earnings profile is
closely correlated with movements in the gold price. The recent strength in the gold market,
culminating in an intraday peak in excess of $5,500 per ounce on 28 January 2026, has
been a supportive factor and an important part of the positive trading momentum delivered
by Ramsdens over the last 12 months. However, any reversal in this trend could adversely
affect trading outcomes.
· In
addition, the broader UK macroeconomic outlook remains uncertain. Elements of the business
may be susceptible to further economic pressure. Taken together, these considerations introduce
a degree of risk to the deliverability of Ramsdens’ medium-term aspirations. The Ramsdens
Board therefore believes that the Acquisition provides a means of reducing risk and accelerating
certain value realisation for Ramsdens Shareholders.
· The
Ramsdens Board considers that the terms of the Acquisition provide Ramsdens Shareholders
with an opportunity to crystallise value immediately in cash, at a level representing a premium
to the recent trading price of a Ramsdens Share and exceeding the highest closing price at
which Ramsdens Shares have historically traded on AIM (493 pence).
· Having
reviewed the terms of the Acquisition in full, the Ramsdens Board is satisfied that the Offer
Value appropriately reflects both the current position of the business and its medium-term
future potential value on AIM, while providing Ramsdens Shareholders with a clear and certain
route to monetisation at an attractive valuation.
3
Timetable and conditions
· The
Scheme and Acquisition will be subject to the terms and conditions set out in this announcement
and to be set out in full in the Scheme Document, including amongst other things the satisfaction
or (where applicable) waiver of the Conditions set out in Appendix A to this announcement.
These include, in particular:
· the
approval of the Scheme by a majority in number of Scheme Shareholders present and voting
(and entitled to vote), either in person or by proxy, representing not less than 75% of the
Scheme Shares validly voted by such Scheme Shareholders at the Court Meeting;
· the
approval of the Resolutions by the requisite majority of Ramsdens Shareholders at the General
Meeting;
· the
satisfaction of the FCA Change in Control Condition;
· the
satisfaction of the CMA Condition; and
· the
sanction of the Scheme by the Court.
· It
is expected that the Scheme Document, containing further information about the Acquisition
and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will
be sent to Ramsdens Shareholders and (for information only) participants in the Ramsdens
Share Schemes within 28 days of this announcement (or such later time as Ramsdens, Bidco
and the Panel agree).
· The
Acquisition is expected to become Effective in the second half of 2026, subject to the satisfaction
or (where applicable) waiver of all relevant conditions, including the Conditions. An expected
timetable of key events relating to the Acquisition will be provided in the Scheme Document.
· Commenting
on the Acquisition, Mr. Rick Wessel (Chief Executive Officer and Vice-Chairman of the
Board of FirstCash) said:
"We are excited to add Ramsdens,
as part of the global FirstCash family. This transaction demonstrates our continued execution of FirstCash's long-term growth strategy
for expanding operations in each of our key markets. We have great confidence in Ramsdens’ continued success given their proven
track record. FirstCash looks forward to working together to drive long-term value for all of our customers, employees, and shareholders."
· Commenting
on the Acquisition, Peter Kenyon (CEO of Ramsdens) said:
"I am exceptionally proud of
the Group’s transformational growth since our Initial Public Offering on AIM in February 2017. Less than a decade on, we have
added 50 Ramsdens stores to the UK high street, created over 300 jobs and significantly grown our profit before tax. I remain highly
confident that there are significant opportunities for further growth over the coming years.
“FirstCash is an internationally
established sector leader, and I share their confidence and conviction in the outlook for Ramsdens, which is underpinned by our diversified
model and established reputation for consistently doing the right thing for our customers and our fantastic people.”
Simon Herrick (Non-Executive Chair
of Ramsdens) added:
“Ramsdens has delivered a
consistently strong performance reflecting the quality of its diversified operating model, management team, and people. This has resulted
in consistent profit upgrades over the past 12 months supported by a sustained high gold price and continuous progress across all business
segments, which reflects the rigorous application of the Group’s strategy over the past 10 years.
4
“Unfortunately, the share
price has not fully kept pace with the Group’s positive profit and earnings per share growth and FirstCash has made a cash offer
for the Group which represents a 35% premium to the current share price. The Board, following independent advice from Cavendish as to
the financial terms of the Acquisition, considers the Acquisition to be recommendable to our shareholders.”
This summary should be read in conjunction
with, and is subject to, the full text of the following announcement (including its Appendices). The Acquisition will be subject to the
Conditions and certain further terms herein and set out in Appendix A to this announcement and to the full terms and conditions to be
set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained in this
summary and the following announcement. Appendix D to this announcement contains details of the irrevocable undertakings received by
Bidco. Appendix E contains the definitions of certain terms used in this summary and the following announcement.
The person responsible for arranging the release
of this announcement on behalf of Bidco is R. Douglas Orr.
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
Ramsdens Holdings PLC
Peter Kenyon (CEO) / Martin Clyburn (CFO)
+44
(0)16 4257 9957
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
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. Addleshaw Goddard LLP is acting
as legal adviser to Ramsdens 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 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 when it becomes available, because
it will contain important information relating to the Acquisition.
5
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.
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.
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.
6
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 this announcement and 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.
7
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 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.
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.
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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.
No profit forecasts, estimates or quantified
financial benefits statements
The Profit Forecast is a profit forecast for
the purposes of Rule 28 of the Code. The Profit Forecast, the assumptions and basis of preparation on which the Profit Forecast
is based and the Ramsdens Directors’ confirmation, as required by Rule 28.1 of the Code, are set out in Appendix C to this
announcement.
Other than in respect of 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 announcement 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.
For the purposes of Rule 28 of the Code,
the Profit Forecast contained in this announcement is the responsibility of Ramsdens and the Ramsdens Directors.
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 figures that precede them.
General
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 or independent financial adviser duly authorised under FSMA if you are resident in the United
Kingdom or, if not, from another appropriate authorised independent financial adviser.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code,
Ramsdens confirms that it has in issue 32,355,782 ordinary shares of one penny each. The ISIN for the shares is GB00BDR6V192. Ramsdens
holds no shares in treasury. The Legal Entity Identifier (LEI) for Ramsdens is 2138004439PRUV6WB123.
9
Publication on website and 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 www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.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.
Ramsdens Shareholders, persons with information
rights and participants in the Ramsdens Share Schemes
In accordance with Rule 30.3 of the Code,
Ramsdens Shareholders, persons with information rights and participants in the Ramsdens Share Schemes may request a hard copy of this
announcement (and any document or information incorporated into it by reference to another source) by contacting Ramsdens' registrars,
Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by calling them during
business hours on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English
and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference into this
announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that
all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy form.
10
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
23 June 2026
RECOMMENDED CASH ACQUISITION
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
1 Introduction
The boards of directors of Chess Bidco
Limited ("Bidco") and Ramsdens Holdings PLC ("Ramsdens") are pleased to announce that they have 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"), will acquire the entire issued and to be issued share capital of Ramsdens.
It is intended that the Acquisition
will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, although 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.
2 The Acquisition
Under the terms of the Acquisition,
which will be subject to the Conditions and further terms set out in Appendix A to this announcement and to the full terms and conditions
which will be set out in the Scheme Document, each Ramsdens Shareholder at the Scheme Record Time will be entitled to receive up to a
total value of up to 609 pence in cash (the "Offer Value") comprising:
· 600
pence per Ramsdens Share in cash from Bidco (the "Cash Consideration");
and
· permitted
dividends of up to 9 pence per Ramsdens Share as a consequence of the declaration of the
interim dividend of 6 pence per Ramsdens Share and the special dividend of 3 pence per Ramsdens
Share (together the "Permitted Dividends") on 3 June 2026, expected
to be paid on 9 October 2026.
If the Acquisition becomes Effective
before some or all of the Permitted Dividends are paid, the Cash Consideration shall be increased by the same amount of the Permitted
Dividends that has not been paid. Any Permitted Dividend not paid prior to the Effective Date will be cancelled.
11
Ramsdens Shareholders will be entitled
to receive Cash Consideration of, in aggregate, approximately £203 million. The Cash Consideration represents a premium of approximately:
· 33%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 46%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
· 58%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 22%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
Including the Permitted Dividends payment
of up to 9 pence, Ramsdens Shareholders will be entitled to receive, in aggregate, up to approximately £206 million on a fully
diluted basis, which represents a premium of approximately:
· 35%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 48%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
· 61%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 24%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
The terms of the Acquisition value
the entire issued and to be issued share capital of Ramsdens at up to approximately £206 million on a fully diluted basis and imply
an enterprise value of Ramsdens on a pre-IFRS 16 basis of up to approximately £203 million.
If, on or after the date of this announcement
and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared,
made or paid or becomes payable in respect of Ramsdens Shares (other than the Permitted Dividends), or if the Permitted Dividends exceed,
in aggregate, 9 pence per Ramsdens Share Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition
by an amount per Ramsdens Share up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances,
Ramsdens Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
3 Background to and reasons for
the Acquisition
Background
FirstCash has a long history as a leading
international pawnbroking operator with over 3,300 locations in the US, Latin America and the UK. Its stock trades on the US Nasdaq market
with a market cap in excess of $10 billion USD.
FirstCash has an established track
record of successfully acquiring, integrating and scaling pawnbroking businesses across international markets. FirstCash continues to
expand its operations in the US and Latin America, and most recently, entered the UK market through its acquisition of H&T in 2025.
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Ramsdens represents a compelling opportunity
for FirstCash to further grow its business in the UK market through the acquisition of a highly complementary business and will further
cement FirstCash's position as the largest publicly traded pawn platform in the US, Latin America and the UK.
Reasons for the acquisition
The FirstCash Directors believe that
the Acquisition will deliver a number of strategic and financial benefits including:
Highly complementary geographic
footprint: There is limited overlap between the existing store networks of FirstCash and Ramsdens, with FirstCash's UK operations
having greater representation in Southern England, while Ramsdens has a stronger presence across Northern England and Scotland, enhancing
nationwide coverage and customer reach;
Accelerates FirstCash's UK growth
strategy: The Acquisition meaningfully expands FirstCash's presence in the UK and reinforces its long-term commitment to the region
following its acquisition of H&T in 2025;
Enhances precious metals purchasing,
jewellery retail and foreign exchange capabilities: Ramsdens' established precious metals buying, jewellery retail and foreign exchange
operations complement FirstCash's existing UK platform and provide opportunities to optimise inventory sourcing, retail operations and
customer engagement across a broader combined network;
Opportunity to leverage FirstCash's
proven operating model and global scale: FirstCash expects to leverage its extensive operational expertise, centralised analytics,
inventory management capabilities and experience integrating pawn operations across multiple geographies to support the continued growth
and operational performance of Ramsdens;
Unlocks further growth and revenue
synergies for Ramsdens: The Ramsdens platform is expected to benefit from the additional growth capital provided by FirstCash to
support increased pawn lending activities in the existing stores and further potential expansion of the brand;
Significant cost synergies and operational
efficiencies: The combination is expected to generate meaningful cost savings through the consolidation of certain head office and
administrative functions, procurement efficiencies, optimisation of operating platforms and systems, and potential financing efficiencies
through access to FirstCash's broader balance sheet and funding capabilities;
Enhances scale and operating leverage:
The addition of 174 stores increases FirstCash's scale, operational footprint and ability to leverage efficiencies in the UK and across
its global platform more broadly; and
Financially compelling: The
Acquisition is expected to be meaningfully accretive to both EBITDA and earnings per share, strengthening FirstCash's financial profile
and long-term shareholder value.
4 Recommendation
The Ramsdens Directors believe that
the Offer Value represents an opportunity for Ramsdens Shareholders to realise an immediate cash return at a significant premium to the
recent trading price for their Ramsdens Shares.
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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, the Ramsdens Directors
intend to recommend unanimously that Ramsdens Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the
General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the 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
4.13% of Ramsdens' issued share capital as at the close of business on the Latest Practicable Date).
5 Background to and reasons for
the recommendation
Background
Ramsdens is a UK-based diversified
retailer and financial services provider, offering jewellery retail, precious metals buying, foreign currency exchange and pawnbroking
services. The business today operates both through a nationwide network of 174 stores across England, Scotland and Wales as well as a
growing online offering. The Ramsdens Group serves a wide range of customers, including those with limited access to traditional banking
services.
Ramsdens’ strategy, supported
by disciplined capital allocation and a strong balance sheet, has been focused on increasing its retail store base alongside growing
its online presence in order to provide accessible financial services and a complementary retail offering.
On 15 February 2017, Ramsdens
became a quoted business following the admission of its ordinary shares to trading on AIM. The IPO was executed in order to enable a
partial exit for certain shareholders, raise the profile of the Ramsdens Group ahead of the next stage of its development as well as
to help attract and retain employees through appropriate incentivisation arrangements.
Since the IPO, Ramsdens has successfully
pursued its growth strategy, expanding its product offering and its store estate. This has enabled the Ramsdens Group to consistently
deliver year-on-year revenue and earnings growth notwithstanding the impact of COVID-19.
In April 2026, the Ramsdens Board
received an unsolicited, non-binding proposal from FirstCash, which was rejected as it fundamentally undervalued the business. Following
two further proposals, which were both also rejected on similar grounds, a fourth proposal was received that the Ramsdens Directors believed
provided an opportunity for Ramsdens Shareholders to realise value in cash having regard to the liquidity in Ramsdens Shares, the valuation
of a Ramsdens Share on AIM, Ramsdens’ market position, and the macroeconomic backdrop, especially how this backdrop may or may
not impact the gold price. Therefore, the Ramsdens Board and its advisers engaged with FirstCash to provide access to certain non-public
information and also to the Ramsdens management team.
Reasons for the recommendation
In assessing its strategic position,
the Ramsdens Board continues to recognise the inherent strength of the Ramsdens business as an independent entity, underpinned by its
established operating model and consistent financial performance over time.
Notwithstanding this, the Ramsdens
Board recognises that the future financial performance of Ramsdens remains subject to a range of external factors and risks. In particular,
Ramsdens’ recent earnings profile is closely correlated with movements in the gold price. The recent strength in the gold market,
culminating in an intraday peak in excess of $5,500 per ounce on 28 January 2026, has been a supportive factor and an important
part of the positive trading momentum delivered by Ramsdens over the last 12 months. However, any reversal in this trend could adversely
affect trading outcomes.
14
In addition, the broader UK macroeconomic
outlook remains uncertain. Elements of the business may be susceptible to further economic pressure. Taken together, these considerations
introduce a degree of risk to the deliverability of Ramsdens’ medium-term aspirations. The Ramsdens Board therefore believes that
the Acquisition provides a means of reducing risk and accelerating certain value realisation for Ramsdens Shareholders.
The Ramsdens Board considers that the
terms of the Acquisition provide Ramsdens Shareholders with an opportunity to crystallise value immediately in cash, at a level representing
a premium to the recent trading price of a Ramsdens Share and exceeding the highest closing price at which Ramsdens Shares have historically
traded on AIM (being 493 pence).
Ramsdens Shareholders will be entitled
to receive Cash Consideration of, in aggregate, approximately £203 million. The Cash Consideration represents a premium of approximately
· 33%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 46%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
· 58%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 22%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
Including the Permitted Dividends payment
of up to 9 pence, Ramsdens Shareholders will be entitled to receive, in aggregate, up to approximately £206 million on a fully
diluted basis, which represents a premium of approximately:
· 35%
to the closing price of 453 pence per Ramsdens Share as at the close of business on the Latest
Practicable Date (being the last Business Day prior to the start of the offer period);
· 48%
to the volume-weighted average closing price of 412 pence per Ramsdens Share for the 3-month
period ended at the close of business on the Latest Practicable Date;
· 61%
to the volume-weighted average closing price of 379 pence per Ramsdens Share for the 12-month
period ended at the close of business on the Latest Practicable Date; and
· 24%
to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens'
all-time high closing share price.
In addition, the Ramsdens Board has
had regard to the very limited liquidity in a Ramsdens Share. In the last six months, the average daily trading volume in Ramsdens Shares
represented less than 0.4% of Ramsdens’ issued share capital. Therefore, the Acquisition also gives Ramsdens Shareholders the ability
to realise all of their investment in Ramsdens, something that may have been challenging to achieve on market given the lack of liquidity
in Ramsdens Shares.
15
Having reviewed the terms of the Acquisition
in full, the Ramsdens Board is satisfied that the consideration offered appropriately reflects both the current position of the business
and its future potential value on AIM, while providing Ramsdens Shareholders with a clear and certain route to monetisation at an attractive
valuation.
The Ramsdens Board has further taken
into account FirstCash’s and Bidco’s intentions with respect to Ramsdens’ operations, employees and wider stakeholder
base, including customers and regulators, as described in paragraph 9 below.
On the basis of these factors, taken
together, the Ramsdens Board has concluded that the Acquisition is in the best interests of Ramsdens Shareholders as a whole and therefore
intends to recommend that Ramsdens Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General
Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of the
Takeover Offer).
6 Irrevocable undertakings
Ramsdens Directors
Bidco has received irrevocable undertakings
from those Ramsdens Directors who are interested in Ramsdens Shares to vote (or, where applicable, procure the voting) in favour of the
Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of
a Takeover Offer, to accept or procure the acceptance of the Takeover Offer) in respect of their and (where relevant) their close relatives'
aggregate beneficial holdings of 1,335,860 Ramsdens Shares, representing approximately 4.13% of Ramsdens' issued share capital as at
the close of business on the Latest Practicable Date.
Further details of these irrevocable
undertakings (including the circumstances in which they may lapse) are set out in Appendix D to this announcement.
7 Information relating to FirstCash
and Bidco
FirstCash
FirstCash is a leading international
operator of pawn stores and provider of technology-driven point-of-sale payment solutions, focused on serving cash and credit-constrained
consumers.
FirstCash's more than 3,300 pawn stores
across 29 US states and the District of Columbia, Latin America (which includes all the states in Mexico and the countries of Guatemala,
Colombia and El Salvador) and the United Kingdom make small non-recourse pawn loans secured by pledged personal property and also sell
a wide variety of jewellery, electronics, tools, appliances, sporting goods, musical instruments and other merchandise.
Through its wholly-owned subsidiary,
American First Finance, FirstCash also provides lease-to-own and retail finance payment solutions for consumer goods and services through
a nationwide network of approximately 16,600 active retail merchant partner locations located in all 50 US states, and the District of
Columbia.
FirstCash employs approximately 22,000
people between the US, Latin America and the UK. FirstCash is a Texas corporation and its shares are publicly traded on the Nasdaq Stock
Market and it is a component company in both the Standard & Poor's MidCap 400 Index and the Russell 2000 Index.
16
Bidco
Bidco is a company incorporated under
the laws of England and Wales. Bidco is an indirect wholly-owned subsidiary of FirstCash and was formed for the purpose of implementing
a prior acquisition (the "Prior Acquisition") and the Acquisition. Bidco has not traded, or entered into any obligations
other than in connection with the Prior Acquisition or the Acquisition.
8 Information relating to Ramsdens
Ramsdens is a UK-based diversified
retailer and financial services provider, serving customers primarily through a nationwide estate of high street stores and complementary
online channels.
Ramsdens primarily operates across
the following business segments:
· Jewellery
retail – sale of new and pre-owned jewellery and watches through the Ramsdens Group’s
store network and online channels.
· Purchase
of precious metals – acquisition of gold and other valuables from customers, with subsequent
resale into wholesale or bullion markets;
· Foreign
currency exchange – the purchase and sale of foreign currency notes, together with
the provision of travel money products including multi-currency cards and international transfers;
and
· Pawnbroking
– provision of short-term, asset backed loans secured against customer assets, predominantly
jewellery and watches.
These activities are delivered through
a combination of physical stores, of which there are currently 174 across the UK, and a growing digital platform, providing Ramsdens
with a diversified and complementary income base. Ramsdens currently employs 877 employees across its operations.
Current trading and prospects
On 3 June 2026, Ramsdens announced
its interim results for the six months ended 31 March 2026. These results showed:
· Revenue
increased 62% to £83.7m (HY25: £51.6m); gross profit up 48% to £40.1m (HY25:
£27.1m);
· 173%
growth in profit before tax, to a record £16.7m (HY25: £6.1m), exceeding FY25
full-year profit (£16.2m);
· Strong
performance in purchase of precious metals, with gross profit up 130% to £17.5m (HY25:
£7.6m), driven largely by the sustained elevated gold price and higher volumes;
· Jewellery
retail continues to scale, with revenue up 26% to £26.1m (HY25: £20.7m) and gross
profit up 31% to £10.4m (HY25: £7.9m);
· Pawnbroking
gross profit increased 18% to £7.3m (HY25: £6.2m), underpinned by disciplined
lending and a growing loan book; and
· Foreign
currency gross profit declined 9% to £4.6m (HY25: £5.1m), reflecting the shift
to lower-margin channels, despite stable volumes.
Ramsdens has benefited from elevated
gold prices that have continued to drive demand for gold buying, supported by targeted marketing and improved in-store execution. Furthermore,
demand for pawnbroking loans has remained robust with record lending levels achieved in each month of FY26 to date. Ramsdens has also
seen continued momentum in its retail jewellery business in H2 of FY26 to date with margins remaining resilient despite the increased
gold price.
17
The Ramsdens Board is conscious that
the gold price is volatile, especially given the current geopolitical and economic climate remaining uncertain. Notwithstanding this
uncertainty, in the interim results, the Ramsdens Board provided a further upgrade to estimates for the financial year ending 30 September 2026:
“Resulting from the continued
strong performance across our diversified income streams and the additional benefit of the sustained high gold price, the Board currently
anticipates that profit before tax for FY26 is expected to be in a range of £30m to £33m, ahead of current market expectations”.
In accordance with Rule 28.1 of
the Code, the Ramsdens Directors confirm that this forecast for the year ending 30 September 2026 remains valid. The Ramsdens Directors
also confirm that this forecast has been properly compiled on the basis of the assumptions set out in Appendix C to this announcement
and that the basis of accounting used is consistent with the Ramsdens Group’s accounting policies.
9 FirstCash's and Bidco's intentions
in relation to Ramsdens
FirstCash's and Bidco's strategic
plans for Ramsdens
FirstCash and Bidco believe that the
acquisition of Ramsdens represents a highly complementary strategic fit which will grow FirstCash's position in the UK and further diversify
its earnings profile beyond the US and Latin America.
Whilst FirstCash and Ramsdens both
operate within the UK, there is limited overlap between the respective store networks, with FirstCash's stores having greater representation
in Southern England, in contrast with Ramsdens' stores which have a stronger presence across Northern England and Scotland. FirstCash
does not currently envisage closing many, if indeed any Ramsdens stores, including in towns where they both currently have a store. FirstCash
believes that combining with Ramsdens will help accelerate the growth of both businesses over and above their current standalone growth
ambitions and further enhance the provision of transparent and accessible financial services tailored to customers who may have limited
access to traditional banking products.
The complementary nature of the combination
of FirstCash's and Ramsdens' businesses is expected, over time, to lead to the integration of certain back and middle office systems
and functions. FirstCash intends to conduct an internal review, as soon as practicable following completion of the Acquisition, to determine
the optimal operating structure of the combined business, with the objective of leveraging the most effective operational and technology
capabilities across the combined platform. No definitive decisions have been made as to which systems will be retained.
Employees and executive team
FirstCash and Bidco recognise the importance
of Ramsdens' employees and management team and the important role they will play in the continued success of the combined business. FirstCash
and Bidco believe that Ramsdens' employees would benefit from being part of a larger international organisation with expanded career
development opportunities and a shared focus on delivering high-quality customer service and operational excellence.
The preliminary integration and synergy
analysis undertaken by FirstCash to date has identified the potential for certain cost synergies. FirstCash and Bidco expect to work
with Ramsdens prior to completion of the Acquisition to undertake a detailed review of integration opportunities. Based on their review
to date, FirstCash and Bidco expect that, in order to achieve the expected benefits of the Acquisition, there will be a reduction in
certain roles associated with Ramsdens ceasing to operate as a publicly quoted company, as well as a result of overlapping central functions.
This would not, however, result in a material reduction of Ramsdens' overall employee base.
18
Any workforce changes would be subject
to comprehensive planning and any required information and consultation with any affected employees and/or their representatives in accordance
with applicable law.
It is intended that, with effect from
the Effective Date, the non-executive directors of Ramsdens shall resign from their office.
Existing employment rights and
pensions
FirstCash and Bidco confirm that, following
the Effective Date, the existing contractual and statutory employment rights, including in relation to pensions, of all Ramsdens employees
will be fully safeguarded in accordance with applicable law. FirstCash and Bidco do not intend to make any material change to the conditions
of employment or to the balance of skills and functions of the management and employees of Ramsdens. Ramsdens does not operate or contribute
to any defined benefit pension schemes.
Management incentive arrangements
FirstCash and Bidco have not entered
into, and have not had any discussions on proposals to enter into, any form of incentive arrangements with members of Ramsdens' management.
Headquarters and headquarter
functions, locations, fixed assets and distribution centres and research and development
FirstCash does not intend to make any
material changes to Ramsdens' fixed assets or asset base. Following completion of the Acquisition, FirstCash and Bidco may identify areas
of the estate where investment can be increased or prioritised from an investment perspective. FirstCash and Bidco do not intend to make
any changes to Ramsdens' headquarters or headquarter functions or places of business. Ramsdens does not have any material research and
development functions and accordingly FirstCash has no plans in this regard.
Trading Facilities
Ramsdens is currently admitted to trading
on AIM. As set out in paragraph 15, before the Effective Date an application will be made to the London Stock Exchange for the cancellation
of the admission to trading of Ramsdens Shares on AIM to take effect on the Business Day following the Effective Date. Trading in Ramsdens
Shares is expected to end at the close of business on the Business Day before the Effective Date. It is also intended that, following
the Effective Date, Ramsdens will be re-registered as a private limited company under the relevant provisions of the Companies Act.
Regulations and compliance
FirstCash and Bidco recognise the importance
of maintaining the highest standards of conduct and integrity in the provision of financial services in the United Kingdom. They also
recognise the importance of the regulatory and commercial environment in which the Ramsdens Group operates, particularly with respect
to the FCA's Consumer Duty regulations.
Following completion of the Acquisition,
FirstCash and Bidco intend to uphold the Ramsdens Group's existing focus on delivering good outcomes for customers in line with the FCA's
Consumer Duty regulations. Furthermore, FirstCash and Bidco confirm their intention that, following completion of the Acquisition, the
Ramsdens Group will continue to operate within the applicable regulatory and corporate governance frameworks of the United Kingdom. This
includes continued adherence to the rules and guidance of the FCA and other relevant regulatory bodies, and the maintenance of an
open and co-operative relationship with each regulatory body.
19
FirstCash and Bidco are also committed
to ensuring that the Ramsdens Group continues to operate in a manner consistent with the principles of fair treatment, transparency,
and high standards of customer care. As part of this, FirstCash and Bidco intend to support the Ramsdens Group in maintaining robust
systems and controls designed to ensure that customers' needs are identified, understood, and addressed across the full product and service
lifecycle. FirstCash and Bidco also recognise the importance of broader stakeholder interests, including employees, suppliers, regulators,
and the communities in which the Ramsdens Group operates. In this context, FirstCash and Bidco intend to engage constructively with these
stakeholders where needed and to support the Ramsdens Group in continuing to uphold its responsibilities as a responsible and sustainable
business.
Rule 19.5 of the Code
No statement in this paragraph 9 constitutes
a post-offer undertaking for the purposes of Rule 19.5 of the Code.
10 Financing
FirstCash Credit Facility
FirstCash currently envisages drawing
down funds under its US revolving unsecured credit facility (as may be amended, restated, varied or replaced from time to time) (the
"FirstCash Credit Facility") prior to the Effective Date to permit Bidco to finance the Acquisition and to pay related
fees and expenses, including potential repayment of Ramsdens' outstanding indebtedness.
Although FirstCash currently envisages
utilising borrowings under the FirstCash Credit Facility for the purposes of the Acquisition, there can be no guarantee that such borrowings
will be available at the Effective Date. In the event that such borrowings are not available at the Effective Date for the purposes
of financing the Acquisition, Bidco may be required to utilise borrowings under the Bridge Credit Agreement (described and defined below),
or another financing alternative.
Bridge Credit Agreement
In connection with the Acquisition,
Bidco, FirstCash and FirstCash, Inc. entered into a bridge term loan credit agreement dated 23 June 2026 (the "Bridge
Credit Agreement") with Jefferies Finance LLC (as administrative agent), the other guarantors party thereto and the lenders
party thereto, pursuant to which the lenders agreed to provide Bidco with certain borrowings in an aggregate amount of up to £212
million on the terms and conditions set out in the Bridge Credit Agreement. The Bridge Credit Agreement provides a backstop for
the financing of the Acquisition and satisfies the "certain funds" requirements under the Code.
Further information on the financing
of the Acquisition will be set out in the Scheme Document.
Cash Confirmation Statement
Jefferies, in its capacity as financial
adviser to Bidco, confirms that it is satisfied that sufficient resources are available to Bidco to satisfy in full the Cash Consideration
payable by Bidco to Ramsdens Shareholders under the terms of the Acquisition.
20
11 Dividends
Under the terms of the Acquisition,
each Ramsdens Shareholder will be entitled to receive a total value of up to 609 pence in cash (the "Offer Value") comprising:
· 600
pence per Ramsdens Share in cash from Bidco (the "Cash Consideration");
and
· permitted
dividends of up to 9 pence per Ramsdens Share as a consequence of the declaration of the
interim dividend of 6 pence per Ramsdens Share and the special dividend of 3 pence per Ramsdens
Share (together the "Permitted Dividends") on 3 June 2026, expected
to be paid on 9 October 2026.
If the Acquisition becomes Effective
before some or all of the Permitted Dividends are paid, the Cash Consideration shall be increased by the same amount of the Permitted
Dividends that has not been paid. Any Permitted Dividend not paid prior to the Effective Date will be cancelled.
If, on or after the date of this announcement
and prior to the Effective Date, any dividend and/or other distribution and/or other return of capital or value is announced, declared,
made or paid or becomes payable in respect of Ramsdens Shares (other than the Permitted Dividends), or if the Permitted Dividends exceed,
in aggregate, 9 pence per Ramsdens Share, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition
by an amount per Ramsdens Share up to the amount of such dividend and/or distribution and/or return of capital or value. In such circumstances,
Ramsdens Shareholders shall be entitled to retain any such dividend, distribution, or other return of value declared, made or paid.
To the extent that any such dividend
and/or distribution (other than the Permitted Dividends) and/or other return of capital or value is announced, declared, made or paid
or is payable and it is: (i) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or
distribution and to retain it; or (ii) cancelled, the consideration payable under the terms of the Acquisition will not be subject
to change in accordance with this paragraph.
Any reduction by Bidco of the consideration
payable under the terms of the Acquisition in the manner referred to in this paragraph shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.
12 Ramsdens Share Schemes
Participants in the Ramsdens Share
Schemes will be contacted regarding the effect of the Acquisition on their rights and appropriate proposals will be made to such participants
in due course. It is expected that details of these proposals will be set out in the Scheme Document.
13 Offer-related arrangements
Confidentiality Agreement
FirstCash and Ramsdens have entered
into a confidentiality agreement dated 19 May 2026, pursuant to which FirstCash has undertaken, amongst other things, to: (i) keep
confidential information relating to the Acquisition and Ramsdens and not to disclose it to third parties (other than certain permitted
parties) unless required by law or regulation; and (ii) use the confidential information only for the purpose of evaluating, developing,
negotiating, financing and proceeding with the potential Acquisition.
The Confidentiality Agreement contains
customary provisions relating to restrictions on share dealings and non-solicitation provisions.
The Confidentiality Agreement will
continue in force until the earlier of: (i) completion of the Acquisition; and (ii) two years after the date of the Confidentiality
Agreement.
21
Clean Team Agreement
FirstCash and Ramsdens have entered
into a clean team agreement dated 3 June 2026, which sets out how any confidential information relating to FirstCash or Ramsdens
that is competitively sensitive can be disclosed, used or shared for the purposes of due diligence, integration planning and/or regulatory
analysis and any associated clearance processes by Ramsdens or FirstCash respectively. Such competitively sensitive information must
only be shared with certain individuals or parties identified in the Clean Team Agreement, and those identified individuals or parties
must keep that information confidential and secure, and ensure it is used only in connection with the assessment and negotiation of the
Acquisition by FirstCash or Ramsdens (as appropriate). In the event that discussions between the parties concerning the Acquisition terminate,
the obligations under the Clean Team Agreement shall continue in force until the date that is two years from the date of the Confidentiality
Agreement.
Cooperation Agreement
Bidco and Ramsdens have entered into
a cooperation agreement dated 23 June 2026, pursuant to which, among other things, Bidco and Ramsdens have each agreed to certain
undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to any filings, submissions
and notifications to be made in relation to regulatory clearances and authorisations.
The Cooperation Agreement records the
parties' intentions to implement the Acquisition by way of the Scheme, subject to the ability of Bidco to implement the Acquisition by
way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel.
The Cooperation Agreement will be capable
of termination by either party in certain circumstances, including if the Acquisition does not become Effective by the Long-Stop Date,
a competing transaction completes, becomes effective or is declared or becomes unconditional, the recommendation of the Ramsdens Directors
changes, or if the Acquisition is, with the permission of the Panel, withdrawn, terminated, or lapses in accordance with its terms prior
to the Long-Stop Date.
Pursuant to the terms of the Cooperation
Agreement, Bidco has undertaken that it will deliver a notice in writing to Ramsdens no later than 7.30 a.m. on the date of to the
Court Sanction Hearing confirming either: (i) the satisfaction or waiver of all Conditions (other than Condition 2.3); or (ii) if
permitted by the Panel, that it intends to invoke a Condition.
The Cooperation Agreement also contains
provisions that will apply in respect of the Ramsdens Share Schemes and certain other employee incentive arrangements.
14 Structure of and conditions to
the Acquisition
It is intended that the Acquisition
will be implemented by way of a Court-sanctioned scheme of arrangement between Ramsdens and the Scheme Shareholders under Part 26
of the Companies Act. The procedure involves, among other things, an application by Ramsdens to the Court to sanction the Scheme.
The purpose of the Scheme is to provide
for Bidco to become the owner of the entire issued and to be issued share capital of Ramsdens.
This is to be achieved by the transfer
of Ramsdens Shares to Bidco, in consideration for which Ramsdens Shareholders will receive the Cash Consideration on the basis set out
in paragraph 2 of this announcement. The transfer to Bidco of the Ramsdens Shares pursuant to the Scheme is intended to result in Ramsdens
becoming a wholly-owned subsidiary of Bidco.
22
Conditions to the Acquisition
The Acquisition will be subject to
the Conditions and certain further terms set out in Appendix A to this announcement and to be set out in the Scheme Document when issued.
In particular, the Scheme will become Effective only if, among other things, the following events occur on or before 11.59 pm (London
time) on the Long-Stop Date:
(a) the approval of the Scheme by a majority
in number of Scheme Shareholders present and voting (and entitled to vote), either in person
or by proxy, representing not less than 75% of the Scheme Shares validly voted by such Scheme
Shareholders at the Court Meeting;
(b) the Resolutions are passed by the requisite
majority of Ramsdens Shareholders at the General Meeting;
(c) the FCA Change in Control Condition is
satisfied;
(d) the CMA Condition is satisfied;
(e) the Scheme is sanctioned by the Court
(without modification, or with modification on terms agreed by Bidco and Ramsdens); and
(f) following the sanction by the Court,
a copy of the Scheme Court Order is delivered to the Registrar of Companies.
Additionally, the Scheme will lapse
if, amongst other things:
(a) the Court Meeting and/or General Meeting
are not held on or before the 22nd day after the expected date of such meetings,
which will be set out in the Scheme Document in due course (or such later date, if any: (i) as
Bidco and Ramsdens may agree; or (ii) (in a competitive situation) as may be specified
by Bidco with the consent of the Panel, and in each case that (if so required) the Court
may allow);
(b) the Court Sanction Hearing is not held
on or before the 22nd day after the expected date of such hearing, which will
be set out in the Scheme Document in due course (or such later date, if any: (i) as
Bidco and Ramsdens may agree; or (ii) (in a competitive situation) as may be specified
by Bidco with the consent of the Panel, and in each case that (if so required) the Court
may allow); or
(c) the Scheme does not become Effective
on or before 11.59 pm (London time) on the Long-Stop Date.
Bidco may invoke a Condition so as
to cause the Acquisition not to proceed, lapse or to be withdrawn only with the consent of the Panel. Certain Conditions are not subject
to this requirement. The Panel will normally give its consent only if the circumstances which give rise to the right to invoke the Condition
are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at
the time that the relevant circumstances arise. Further details are set out in Part B of Appendix A to this announcement.
Upon the Scheme becoming Effective:
(i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or
the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect
of Ramsdens Shares will cease to be valid and entitlements to Ramsdens Shares held within the CREST system will be cancelled. In accordance
with the applicable provisions of the Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched within
14 days of the Effective Date.
23
Any Ramsdens Shares (other than any
Excluded Shares) issued before the Scheme Record Time which remain in issue at the Scheme Record Time will be subject to the terms of
the Scheme. The Resolutions to be proposed at the General Meeting will, amongst other things, provide that Ramsdens' articles of association
be amended to incorporate provisions requiring, among other things and subject to the Scheme becoming Effective, any Ramsdens Shares
issued or transferred after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco
(or as Bidco may direct) on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of Ramsdens'
articles of association (as amended) will avoid any person (other than Bidco, its nominees and any person to whom Bidco may direct the
transfer of Ramsdens Shares after the Effective Date) holding and retaining Ramsdens Shares after the Effective Date.
If the Scheme does not become Effective
on or before 11.59 pm (London time) on the Long-Stop Date, it will lapse and the Acquisition will not proceed (unless Bidco and Ramsdens
otherwise agree and the Panel otherwise consents).
The Scheme Document will include full
details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the
expected timetable for the Acquisition and will specify the necessary actions to be taken by Ramsdens Shareholders. It is expected that
the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together
with the Forms of Proxy, will be sent to Ramsdens Shareholders and (for information only) participants in the Ramsdens Share Schemes
within 28 days of this announcement (or such later time as Ramsdens, Bidco and the Panel agree).
The Acquisition is expected to become
Effective in the second half of 2026, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable
of key events relating to the Acquisition will be provided in the Scheme Document.
15 Delisting and re-registration
It is intended that an application
will be made to the London Stock Exchange for the cancellation of trading of the Ramsdens Shares on AIM, with effect on the Business
Day following the Effective Date.
The last day for dealings in Ramsdens
Shares on AIM is expected to be the last Business Day immediately prior to the Effective Date and no transfers shall be registered after
6.00 pm (London time) on that date. It is also intended that, following the Effective Date, Ramsdens will be re-registered as a private
limited company under the relevant provisions of the Companies Act.
16 Disclosure of interests in Ramsdens
relevant securities
Except for the irrevocable undertakings
referred to in paragraph 6 above, as at close of business on the Latest Practicable Date, neither Bidco, nor any of the directors of
Bidco, nor, so far as the directors of Bidco are aware, any person acting in concert with Bidco for the purposes of the Acquisition had
any interest in, right to subscribe for, or had borrowed or lent any Ramsdens Shares or securities convertible or exchangeable into Ramsdens
Shares, nor did any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including
any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery,
or any dealing arrangement of the kind referred to in Note 11 of the definition of acting in concert in the Code, in relation to Ramsdens
Shares or in relation to any securities convertible or exchangeable into Ramsdens Shares.
In the interests of secrecy, Bidco
has not made enquiries before the date of this announcement in respect of the matters referred to above of certain parties who may be
deemed or presumed by the Panel to be acting in concert with Bidco for the purposes of the Acquisition. Enquiries of such parties will
be made as soon as possible following the date of this announcement and Bidco confirms that, if and to the extent that any further disclosure
is required, it will make such disclosure in accordance with Rule 8.1(a) of the Code as soon as possible and in any event by
no later than the deadline stipulated by Note 2(a)(i) on Rule 8 of the Code.
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17 Overseas shareholders
The availability of the Acquisition
and the distribution of this announcement to Ramsdens Shareholders who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements
of their jurisdiction. Ramsdens Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
This announcement does not constitute
an offer for sale of any securities or an offer or an invitation to purchase any securities. Ramsdens Shareholders are advised to read
carefully the Scheme Document and related Forms of Proxy once these have been dispatched.
18 Documents published on a website
Copies of the following documents will,
by no later than 12 noon (London time) on the first Business Day following the date of this announcement, be published on FirstCash's
website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com until the end of the offer period:
(a) this announcement;
(b) the irrevocable undertakings referred
to in paragraph 6 above;
(c) the documents relating to the financing
of the Acquisition referred to in paragraph 10 above;
(d) the Confidentiality Agreement described
in paragraph 13 above;
(e) the Clean Team Agreement described in
paragraph 13 above;
(f) the Cooperation Agreement described in
paragraph 13 above; and
(g) the consent letters from each of Jefferies
and Cavendish referred to in paragraph 19 below.
The contents of the websites referred
to in this announcement are not incorporated into and do not form part of this announcement.
19 General
Bidco reserves the right to elect to
implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and the terms of
the Cooperation Agreement). In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, and subject
to the terms of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among
other things, the change in the method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance
condition set at 75% of the Ramsdens Shares to which such Takeover Offer relates (or such other percentage as Bidco may, subject to the
rules of the Code and the terms of the Cooperation Agreement and with the consent of the Panel, decide, being in any case more than
50% of the Ramsdens Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable law, including US securities
law). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient Ramsdens Shares are otherwise acquired,
it is the intention of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding Ramsdens Shares to
which such offer relates.
25
The Scheme will be governed by English
law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the AIM Rules and the FCA.
Each of Jefferies and Cavendish has
given and not withdrawn its consent to the inclusion in this announcement of references to its name in the form and context in which
it appears.
The Acquisition will be subject
to the Conditions and certain further terms set out herein and in Appendix A to this announcement and to the full terms and conditions
which will be set out in the Scheme Document. Appendix B to this announcement contains the sources and bases of certain information contained
in this announcement. Appendix D to this announcement contains details of irrevocable undertakings received by Bidco. Appendix E contains
the definitions of certain terms used in this announcement.
It is expected that the Scheme Document,
containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of
Proxy, will be sent to Ramsdens Shareholders and (for information only) participants in the Ramsdens Share Schemes within 28 days of
this announcement (or such later time as Ramsdens, Bidco and the Panel agree).
The person responsible for arranging
the release of this announcement on behalf of Bidco is R. Douglas Orr.
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
Ramsdens Holdings PLC
Peter Kenyon (CEO) / Martin Clyburn (CFO)
+44
(0)16 4257 9957
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
Alston & Bird LLP and Gowling WLG (UK)
LLP are respectively acting as US and English legal advisers to FirstCash and Bidco in connection with the Acquisition. Addleshaw Goddard
LLP is acting as legal adviser to Ramsdens in connection with the Acquisition.
26
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 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 when it becomes available, because
it will contain 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.
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.
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.
27
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 this announcement and 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.
28
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 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.
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.
29
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.
No profit forecasts, estimates or quantified
financial benefits statements
The Profit Forecast is a profit forecast for
the purposes of Rule 28 of the Code. The Ramsdens Profit Forecast, the assumptions and basis of preparation on which the Profit
Forecast is based and the Ramsdens Directors’ confirmation, as required by Rule 28.1 of the Code, are set out in Appendix
C to this announcement.
Other than in respect of 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 announcement 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.
For the purposes of Rule 28 of the Code,
the Profit Forecast contained in this announcement is the responsibility of Ramsdens and the Ramsdens Directors.
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 figures that precede them.
General
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 or independent financial adviser duly authorised under FSMA if you are resident in the United
Kingdom or, if not, from another appropriate authorised independent financial adviser.
30
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code,
Ramsdens confirms that it has in issue 32,355,782 ordinary shares of one penny each. The ISIN for the shares is GB00BDR6V192. Ramsdens
holds no shares in treasury. The Legal Entity Identifier (LEI) for Ramsdens is 2138004439PRUV6WB123.
Publication on website and 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 www.investors.firstcash.com and on Ramsdens' website at www. ramsdensplc.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.
Ramsdens Shareholders, persons with information
rights and participants in the Ramsdens Share Schemes
In accordance with Rule 30.3 of the Code,
Ramsdens Shareholders, persons with information rights and participants in the Ramsdens Share Schemes may request a hard copy of this
announcement (and any document or information incorporated into it by reference to another source) by contacting Ramsdens' registrars,
Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom or by calling them during
business hours on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (except English
and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by provider. Calls from outside the United
Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement (and any document or information incorporated by reference into this
announcement) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may also request that
all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent in hard copy form.
31
Appendix
A
Conditions and Certain Further Terms of the
Scheme and the Acquisition
Part A - Conditions to the Scheme and
the Acquisition
Long-Stop Date
1 The Acquisition is conditional upon the
Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code,
by no later than 11.59 pm on the Long-Stop Date.
Scheme approval
2 The Scheme will be conditional upon:
2.1 (i) its approval by a majority in
number of the Scheme Shareholders who are on the register of members of Ramsdens (or the
relevant class or classes thereof, if applicable) at the Scheme Voting Record Time, present
and voting (and entitled to vote), whether in person or by proxy, representing not less than
75% in value of the Scheme Shares validly voted by such Scheme Shareholders at the Court
Meeting and at any separate class meeting which may be required by the Court or at any adjournment
or postponement of any such meeting; and (ii) such Court Meeting and any such separate
class meeting or any adjournment or postponement of any such meeting being held on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any: (a) as Bidco and Ramsdens
may agree; or (b) (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that (if so required) the Court may allow;
2.2 (i) the Resolutions being duly passed
by the requisite majority or majorities at the General Meeting or at any adjournment or postponement
of that meeting; and (ii) such General Meeting or any adjournment or postponement of
such meeting being held on or before the 22nd day after the expected date of the
General Meeting to be set out in the Scheme Document in due course (or such later date, if
any: (a) as Bidco and Ramsdens may agree; or (b) (in a competitive situation) as
may be specified by Bidco with the consent of the Panel, and in each case that (if so required)
the Court may allow); and
2.3 (i) the sanction of the Scheme by
the Court with or without modification (but subject to any such modification being acceptable
to Bidco and Ramsdens); (ii) the Court Sanction Hearing being held on or before the
22nd day after the expected date of the Court Sanction Hearing to be set out in
the Scheme Document in due course (or such later date, if any: (a) as Bidco and Ramsdens
may agree; or (b) (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and in each case that (if so required) the Court may allow); and (iii) the
delivery of the Scheme Court Order to the Registrar of Companies.
In addition, subject to Part B of this Appendix
A and to the requirements of the Panel, Bidco and Ramsdens have agreed that the Acquisition will be conditional upon the following Conditions
and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended, if appropriate)
have been satisfied or, where relevant, waived:
32
Official authorisations and regulatory clearances
FCA
3 the FCA, as the appropriate regulator under
FSMA, in respect of any prospective acquisition involving a change in 'control' of a Ramsdens
entity that is a 'UK authorised person':
3.1 having notified each 'incoming controller'
(in its capacity as a 'section 178 notice-giver') that it has determined to approve each
notice-giver's proposed acquisition, unconditionally, as contemplated by section 189(4)(a) of
FSMA;
3.2 having notified each section 178 notice-giver
that it has decided to approve its acquisition, subject only to conditions, undertakings
or requirements that Bidco (acting reasonably) considers acceptable in all respects, as contemplated
by section 189(7) of FSMA; or
3.3 being treated as having approved each
notice-giver's acquisition, as contemplated by section 189(6) of FSMA;
CMA
4 following the submission of a Briefing Paper
to the CMA, either:
4.1 the CMA having responded to the Briefing
Paper in writing to confirm that it has no further questions in respect of the Acquisition
and, at the date upon which all other Conditions are satisfied or waived, the CMA having
not in relation to the Acquisition:
4.1.1 confirmed in writing to either party
that it intends, or is considering whether, to commence a Phase 1 Investigation;
4.1.2 requested in writing from either Bidco
or Ramsdens the submission of a merger notice pursuant to section 96 of the EA;
4.1.3 confirmed in writing to either Bidco
or Ramsdens that the statutory review period in which the CMA has to decide whether to make
a Phase 2 Reference pursuant to section 34ZA of the EA has begun; or
4.1.4 requested in writing from either Bidco
or Ramsdens documents, information, or attendance by witnesses (including under section 109
of the EA) which reasonably indicate that it is considering whether to request the submission
of a merger notice pursuant to section 96 of the EA, or to commence the aforementioned statutory
review period; or
4.2 in the event that the CMA decides to commence
a Phase 1 Investigation in relation to the Acquisition, the CMA issuing a decision that the
Acquisition (including any matter arising therefrom or related thereto or any part of it)
shall not be subject to a Phase 2 Reference, such decision being either unconditional or
conditional on the CMA's acceptance of undertakings in lieu under section 73 of the EA (or
the applicable time period for the CMA to issue a decision having expired without it having
done so and without it having made a Phase 2 Reference);
General Third Party official authorisations
and regulatory clearances
5 excluding any Briefing Paper, notification
and/or filing required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 4.1 and 4.2 (to which only Conditions 4.1 and 4.2 shall apply),
the waiver (or non-exercise within any applicable time limits) by any Third Party of any
termination right, right of pre-emption, first refusal or similar right (which is material
in the context of the Wider Ramsdens Group taken as a whole or in the context of the Acquisition)
arising as a result of or in connection with the Acquisition including, without limitation,
its implementation and financing or the proposed direct or indirect acquisition of any shares
or other securities in, or control or management of, Ramsdens by Bidco or any member of the
Wider Bidco Group;
33
6 excluding any Briefing Paper, notification
and/or filing required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 4.1 and 4.2 (to which only Conditions 4.1 and 4.2 shall apply),
all material filings or applications that are necessary in connection with the Acquisition
having been made and all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Acquisition or the acquisition by any member of the
Wider Bidco Group of any shares or other securities in, or control of, Ramsdens and all material
authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences,
clearances, permissions, exemptions and approvals reasonably deemed necessary or appropriate
by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition including,
without limitation, its implementation and financing or the proposed direct or indirect acquisition
of any shares or other securities in, or control of, Ramsdens or any member of the Wider
Ramsdens Group by any member of the Wider Bidco Group having been obtained in terms and in
a form reasonably satisfactory to Bidco from all appropriate Third Parties or persons with
whom any member of the Wider Ramsdens Group has entered into contractual arrangements and
all such material authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals deemed necessary or
appropriate to carry on the business of any member of the Wider Ramsdens Group which are
material in the context of the Wider Bidco Group or the Ramsdens Group as a whole or for
or in respect of the Acquisition including, without limitation, its implementation or financing
remaining in full force and effect and all filings necessary for such purpose having been
made and there being no notice or intimation of any intention to revoke or not to renew any
of the same at the time at which the Acquisition becomes Effective and all necessary statutory
or regulatory obligations in any jurisdiction having been complied with;
7 excluding any Briefing Paper, notification
and/or filing required for the purposes of the relevant confirmation, consent and/or order
referred to in Conditions 4.1 and 4.2 (to which only Conditions 4.1 and 4.2 shall apply),
no Third Party having given notice of a decision to take, institute, implement or threaten
any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not
having withdrawn the same), or having enacted, made or proposed any statute, regulation,
decision or order, or change to published practice or having taken any other step, and there
not continuing to be outstanding any statute, regulation, decision or order, which in each
case would or might reasonably be expected to:
7.1 require, prevent or delay the divestiture,
or materially alter the terms envisaged for any proposed divestiture by any member of the
Wider Bidco Group or any member of the Wider Ramsdens Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which, in any such case, is material in the context
of the Wider Bidco Group or the Wider Ramsdens Group, in either case taken as a whole or
in the context of the Acquisition;
7.2 require, prevent or delay the divestiture
by any member of the Wider Bidco Group of any shares or other securities in Ramsdens;
7.3 impose any material limitation on, or
result in a delay in, the ability of any member of the Wider Bidco Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in respect of shares
or loans or securities convertible into shares or any other securities (or the equivalent)
in any member of the Wider Ramsdens Group or the Wider Bidco Group or to exercise voting
or management control over any such member;
7.4 otherwise adversely affect the business,
assets, profits or prospects of any member of the Wider Bidco Group or of any member of the
Wider Ramsdens Group to an extent which is material in the context of the Wider Bidco Group
or the Wider Ramsdens Group, in either case taken as a whole or in the context of the Acquisition;
34
7.5 make the Acquisition or its implementation
or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group
of any shares or other securities in, or control of, Ramsdens void, illegal, and/or unenforceable
under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, delay or otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto;
7.6 except pursuant to the implementation
of the Acquisition or, if applicable, sections 974 to 991 of the Companies Act, require any
member of the Wider Bidco Group or the Wider Ramsdens Group to offer to acquire any shares
or other securities (or the equivalent) or interest in any member of the Wider Ramsdens Group
or the Wider Bidco Group owned by any third party;
7.7 impose any limitation on the ability of
any member of the Wider Ramsdens Group to co-ordinate its business, or any part of it, with
the businesses of any other members which is adverse to and material in the context of the
Wider Ramsdens Group taken as a whole or in the context of the Acquisition; or
7.8 result in any member of the Wider Ramsdens
Group ceasing to be able to carry on business under any name under which it presently does
so,
and all applicable waiting and other
time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition
or the acquisition or proposed acquisition of any Ramsdens Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any
arrangement, agreement, etc.
8 save as Disclosed, there being no provision
of any agreement, arrangement, licence, permit or other instrument to which any member of
the Wider Ramsdens Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, or any circumstance which in consequence of the Acquisition
or the proposed acquisition of any shares or other securities (or equivalent) in Ramsdens
or because of a change in the control or management of Ramsdens or otherwise, could or might
reasonably be expected to result in any of the following to an extent which is material and
adverse in the context of the Wider Ramsdens Group, or the Wider Bidco Group, in either case
taken as a whole, or in the context of the Acquisition:
8.1 any moneys borrowed by or any other indebtedness
or liabilities (actual or contingent) of, or grant available to, any such member being or
becoming repayable or capable of being declared repayable immediately or earlier than their
or its stated maturity date or repayment date or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming
or being withdrawn or inhibited;
8.2 any such agreement, arrangement, licence,
permit or instrument or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or affected or any obligation or liability
arising or any action being taken or arising thereunder;
8.3 any asset or interest of any such member
being or failing to be disposed of or charged or ceasing to be available to any such member
or any right arising under which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any such member otherwise than in the ordinary
course of business;
8.4 the creation, save in the ordinary and
usual course of business, or enforcement of any mortgage, charge or other security interest
over the whole or any part of the business, property, assets or interest of any such member;
8.5 the value of any such member or its financial
or trading position or prospects being prejudiced or adversely affected;
35
8.6 any such member ceasing to be able to
carry on business under any name under which it presently does so; or
8.7 the creation or acceleration of any liability,
actual or contingent, by any such member (including any material tax liability or any obligation
to obtain or acquire any material authorisation, order, grant, recognition, determination,
confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver,
concession, agreement or exemption from any Third Party or any person) other than trade creditors
or other liabilities incurred in the ordinary course of business or in connection with the
Acquisition,
and no event having occurred which,
under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ramsdens Group
is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected
to result in any of the events or circumstances as are referred to in sub-paragraphs 8.1 to 8.7 of this Condition;
Certain events occurring since 30 September 2025
9 save as Disclosed and contemplated by this
announcement, no member of the Wider Ramsdens Group having, since 30 September 2025:
9.1 save as between Ramsdens and wholly-owned
subsidiaries of Ramsdens or for Ramsdens Shares issued under or pursuant to the exercise
of options and vesting of awards granted under the Ramsdens Share Schemes, issued or agreed
to issue, authorised or proposed the issue of additional shares of any class;
9.2 save as between Ramsdens and wholly-owned
subsidiaries of Ramsdens or for the grant of options and awards and other rights under the
Ramsdens Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities
convertible into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
9.3 other than to another member of the Ramsdens
Group and other than the Permitted Dividends, prior to completion of the Acquisition, recommended,
declared, paid or made any dividend or other distribution payable in cash or otherwise or
made any bonus issue;
9.4 save for intra-Ramsdens Group transactions,
merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any assets or any right, title or interest
in any asset (including shares and trade investments) or authorised or proposed or announced
any intention to propose any merger, demerger, disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of business and, in each case,
to the extent which is material in the context of the Wider Ramsdens Group taken as a whole
or in the context of the Acquisition;
9.5 save for intra-Ramsdens Group transactions,
made or authorised or proposed or announced an intention to propose any change in its loan
capital in each case, to the extent which is material in the context of the Wider Ramsdens
Group taken as a whole or in the context of the Acquisition;
9.6 issued, authorised or proposed the issue
of, or made any change in or to, any debentures or (save for intra-Ramsdens Group transactions),
save in the ordinary course of business, incurred or increased any indebtedness or become
subject to any contingent liability;
9.7 purchased, redeemed or repaid or announced
any proposal to purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs 9.1 or 9.2 above, made any
other change to any part of its share capital in each case, to the extent which is material
in the context of the Wider Ramsdens Group taken as a whole or in the context of the Acquisition;
36
9.8 save for intra-Ramsdens Group transactions,
implemented, or authorised, proposed or announced its intention to implement, any reconstruction,
merger, demerger, amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business;
9.9 entered into or varied or authorised,
proposed or announced its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which:
(a) is of a long term, onerous or unusual
nature or magnitude; or
(b) involves or could involve an obligation
of such a nature or magnitude which is or is reasonably likely to be materially restrictive
on the business of any member of the Wider Ramsdens Group,
in each case, to the extent which is
material in the context of the Wider Ramsdens Group taken as a whole or in the context of the Acquisition;
9.10 (other than in respect of a member which
is dormant and was solvent at the relevant time) taken any corporate action or steps or had
any legal proceedings started or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, manager, trustee or similar
officer of all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any such person
appointed, in each case, to the extent which is material in the context of the Wider Ramsdens
Group taken as a whole or in the context of the Acquisition;
9.11 waived or compromised any claim otherwise
than in the ordinary course of business which is material in the context of the Wider Ramsdens
Group taken as a whole or in the context of the Acquisition;
9.12 made any material alteration to its memorandum
or articles of association or other incorporation documents (in each case, other than in
connection with the Scheme);
9.13 been unable, or admitted in writing that
it is unable, to pay its debts or commenced negotiations with one or more of its creditors
with a view to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its business;
9.14 entered into any contract, commitment,
arrangement or agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect to or announced
any intention to, or proposed to, effect any of the transactions, matters or events referred
to in this Condition 9;
9.15 made or agreed or consented to any change
to:
9.15.1 the terms of the trust deeds constituting
the pension scheme(s) established by any member of the Wider Ramsdens Group for its
directors, employees or their dependents;
9.15.2 the contributions payable to any such
scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;
9.15.3 the basis on which qualification for,
or accrual or entitlement to, such benefits or pensions are calculated or determined; or
9.15.4 the basis upon which the liabilities
(including pensions) of such pension schemes are funded, valued or made,
37
in each case, to the extent which is
material in the context of the Wider Ramsdens Group taken as a whole or in the context of the Acquisition;
9.16 except pursuant to the terms of the Cooperation
Agreement, proposed, agreed to provide or modified the terms of the Ramsdens Share Schemes
or other benefit constituting a material change relating to the employment or termination
of employment of a material category of persons employed by the Wider Ramsdens Group or which
constitutes a material change to the terms or conditions of employment of any senior employee
of the Wider Ramsdens Group, save as agreed by the Panel (if required) and by Bidco, or entered
into or changed the terms of any contract, agreement or arrangement with any director or
senior executive of any member of the Wider Ramsdens Group; or
9.17 taken (or agreed or proposed to take)
any action which requires, or would require, the consent of the Panel or the approval of
Ramsdens Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1
of the Code;
No adverse change, litigation or regulatory
enquiry
10 save as Disclosed, since 30 September 2025:
10.1 no adverse change or deterioration having
occurred in the business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Ramsdens Group which, in any such case,
is material in the context of the Wider Ramsdens Group taken as a whole or in the context
of the Acquisition and no circumstances have arisen which would or might reasonably be expected
to result in such adverse change or deterioration;
10.2 no litigation, arbitration proceedings,
prosecution or other legal proceedings to which any member of the Wider Ramsdens Group is
or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review
or investigation by, or complaint or reference to, any Third Party or other investigative
body against or in respect of any member of the Wider Ramsdens Group having been instituted,
announced, implemented or threatened by or against or remaining outstanding in respect of
any member of the Wider Ramsdens Group which in any such case has had or might reasonably
be expected to have a material adverse effect on the Wider Ramsdens Group taken as a whole
or in the context of the Acquisition;
10.3 no contingent or other liability of any
member of the Wider Ramsdens Group having arisen or become apparent to Bidco or increased
which has had or might reasonably be expected to have a material adverse effect on the Wider
Ramsdens Group taken as a whole or in the context of the Acquisition;
10.4 no member of the Wider Ramsdens Group
having conducted its business in breach of any applicable laws and regulations and which
is material in the context of the Wider Ramsdens Group as a whole or in the context of the
Acquisition; or
10.5 no steps having been taken which are
likely to result in the withdrawal, cancellation, termination or modification of any licence
or permit held by any member of the Wider Ramsdens Group which is necessary for the proper
carrying on of its business and the withdrawal, cancellation, termination or modification
of which has had, or would reasonably be expected to have, an adverse effect on the Wider
Ramsdens Group which is material in the context of the Wider Ramsdens Group taken as a whole
or in the context of the Acquisition;
No discovery of certain matters
11 save as Disclosed, Bidco not having discovered:
11.1 that any financial, business or other
information concerning the Wider Ramsdens Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Ramsdens Group is materially
misleading, contains a material misrepresentation of fact or omits to state a fact necessary
to make that information not misleading and which was not subsequently corrected before the
date of this announcement by disclosure either publicly or otherwise to Bidco or its professional
advisers, in each case, to the extent which is material in the context of the Wider Ramsdens
Group taken as a whole or in the context of the Acquisition;
38
11.2 that any member of the Wider Ramsdens
Group or partnership, company or other entity in which any member of the Wider Ramsdens Group
has a significant economic interest and which is not a subsidiary undertaking of Ramsdens,
is subject to any liability (contingent or otherwise), other than in the ordinary course
of business, in each case, to an extent which is material in the context of the Wider Ramsdens
Group taken as a whole or in the context of the Acquisition; or
11.3 any information which affects the import
of any information disclosed at any time by or on behalf of any member of the Wider Ramsdens
Group and which is material in the context of the Wider Ramsdens Group taken as a whole or
in the context of the Acquisition;
12 save as Disclosed, Bidco not having discovered
that:
12.1 any past or present member of the Wider
Ramsdens Group has failed to comply with any and/or all applicable legislation or regulation,
of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health or animal health or otherwise
relating to environmental matters or the health and safety of humans, or that there has otherwise
been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge,
leak or emission (whether or not the same constituted a non-compliance by any person with
any such legislation or regulations, and wherever the same may have taken place) any of which
storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely
to give rise to any liability (actual or contingent) or cost on the part of any member of
the Wider Ramsdens Group and which is material in the context of the Wider Ramsdens Group
taken as a whole or in the context of the Acquisition;
12.2 there is, or is likely to be, for any
reason whatsoever, any liability (actual or contingent) of any past or present member of
the Wider Ramsdens Group to make good, remediate, repair, reinstate or clean up any property
or any controlled waters now or previously owned, occupied, operated or made use of or controlled
by any such past or present member of the Wider Ramsdens Group (or on its behalf) or by any
person for which a member of the Wider Ramsdens Group is or has been responsible, or in which
any such member may have or previously have had or be deemed to have had an interest, under
any environmental legislation, regulation, notice, circular or order of any Third Party and
which is material in the context of the Wider Ramsdens Group taken as a whole or in the context
of the Acquisition;
12.3 circumstances exist (whether as a result
of the making of the Acquisition or otherwise) which would be reasonably likely to lead to
any Third Party instituting, or whereby any member of the Wider Bidco Group or any present
or past member of the Wider Ramsdens Group would be likely to be required to institute, an
environmental audit or take any other steps which would in any such case be reasonably likely
to result in any liability (whether actual or contingent) to improve, modify existing or
install new plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, reinstate or clean up any land or other asset
currently or previously owned, occupied or made use of by any past or present member of the
Wider Ramsdens Group (or on its behalf) or by any person for which a member of the Wider
Ramsdens Group is or has been responsible, or in which any such member may have or previously
have had or be deemed to have had an interest which is material in the context of the Wider
Ramsdens Group taken as a whole or in the context of the Acquisition; or
12.4 circumstances exist whereby a person
or class of persons would be likely to have any claim or claims in respect of any product
or process of manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider Ramsdens Group which claim
or claims would be likely, materially and adversely, to affect any member of the Wider Ramsdens
Group and which is material in the context of the Wider Ramsdens Group taken as a whole or
in the context of the Acquisition; and
39
Anti-corruption, economic sanctions, criminal
property and money laundering
13 save as Disclosed, Bidco not having discovered
that:
13.1 (i) any past or present member,
director, officer or employee of the Wider Ramsdens Group is or has at any time engaged in
any activity, practice or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation
concerning improper payments or kickbacks; or (ii) any person that performs or has performed
services for or on behalf of the Wider Ramsdens Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such services which would
constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of
1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation
or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
13.2 any asset of any member of the Wider
Ramsdens Group constitutes criminal property as defined by section 340(3) of the Proceeds
of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of
crime under any other applicable law, rule, or regulation concerning money laundering or
proceeds of crime or any member of the Wider Ramsdens Group is found to have engaged in activities
constituting money laundering under any applicable law, rule, or regulation concerning money
laundering;
13.3 any past or present member, director,
officer or employee of the Wider Ramsdens Group, or any other person for whom any such person
may be liable or responsible, is or has engaged in any conduct which would violate applicable
economic sanctions or dealt with, made any investments in, made any funds or assets available
to or received any funds or assets from:
13.3.1 any government, entity or individual
in respect of which US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US, UK or European Union laws or regulations, including
the economic sanctions administered by the United States Office of Foreign Assets Control,
or HMRC; or
13.3.2 any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall not apply if
and to the extent that it is or would be unenforceable by reason of breach of any applicable
blocking law;
13.4 any past or present member, director,
officer or employee of the Wider Ramsdens Group, or any other person for whom any such person
may be liable or responsible:
13.4.1 has engaged in conduct which would
violate any relevant anti-terrorism laws, rules, or regulations, including but not limited
to the U.S. Anti-Terrorism Act;
13.4.2 has engaged in conduct which would
violate any relevant anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations administered and enforced
by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered
and enforced by the U.S. Department of State;
13.4.3 has engaged in conduct which would
violate any relevant laws, rules, or regulations concerning human rights, including but not
limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel
and unusual punishment, or child labour; or
40
13.4.4 is debarred or otherwise rendered
ineligible to bid for or to perform contracts for or with any government, governmental instrumentality,
or international organization or found to have violated any applicable law, rule, or regulation
concerning government contracting or public procurement; or
13.5 any member of the Wider Ramsdens Group
is or has been engaged in any transaction which would cause Bidco to be in breach of any
law or regulation upon the Acquisition becoming Effective, including but not limited to the
economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any
other relevant government authority.
41
Part B - Certain further terms of the
Acquisition
1 Subject to the requirements of the Panel
and the Code, Bidco reserves the right in its sole discretion to waive:
1.1 the deadline set out in Condition 1 in
Part A of this Appendix A, and any of the deadlines set out in Condition 2 in Part A
of this Appendix A for the timing of the Court Meeting, the General Meeting and the Court
Sanction Hearing. If any such deadline is not met, Bidco will make an announcement by 8.00
am on the Business Day following such deadline, confirming whether it has invoked or waived
the relevant Condition or agreed with Ramsdens (or, as the case may be, the Panel) to extend
the deadline in relation to the relevant Condition in accordance with the terms on which
such deadline may be extended. In all other respects, Conditions 1 and 2 in Part A of
this Appendix A cannot be waived; and
1.2 in whole or in part, all or any of Conditions
3 to 13 (inclusive) in Part A of this Appendix A.
2 Bidco shall be under no obligation to waive
(if capable of waiver), to determine to be or remain satisfied or to treat as satisfied or
fulfilled any of the Conditions that it is entitled (with the consent of the Panel and subject
to the requirements of the Code) to invoke by a date earlier than the latest date specified
above for the fulfilment or waiver thereof, notwithstanding that the other Conditions of
the Acquisition may at such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such Conditions may not be capable
of fulfilment.
3 Under Rule 13.5(a) of the Code
and subject to the remaining provision of this paragraph 3, Bidco may invoke a Condition
that is subject to Rule 13.5(a) of the Code so as to cause the Acquisition not
to proceed, to lapse or to be withdrawn only with the consent of the Panel. The Panel will
normally give its consent only if the circumstances which give rise to the right to invoke
the Condition are of material significance to Bidco in the context of the Acquisition. This
will be judged by reference to the facts of each case at the time that the relevant circumstances
arise. Conditions 1 and 2 in Part A of this Appendix A and, if applicable, any acceptance
condition if the Acquisition is implemented by means of a Takeover Offer, are not subject
to this provision of the Code.
4 Any Condition that is subject to Rule 13.5(a) of
the Code may be waived by Bidco.
5 If the Panel requires Bidco to make an offer
or offers for any Ramsdens Shares under the provisions of Rule 9 of the Code, Bidco
may make such alterations to the Conditions as are necessary to comply with the provisions
of that Rule.
6 Ramsdens Shares will be acquired by Bidco
fully paid and free from all liens, equitable interests, charges, encumbrances, rights of
pre-emption and other third party rights of any nature whatsoever and together with all rights
attaching to them as at the date of this announcement or subsequently attaching or accruing
to them, including the right to receive and retain, in full, all dividends and other distributions
(if any) declared, made, paid or payable, or any other return of capital or value made, on
or after the Effective Date.
7 If the Acquisition becomes Effective before
some or all of the Permitted Dividends are paid, the Cash Consideration shall be increased
by the same amount of the Permitted Dividends that has not been paid. Any Permitted Dividend
not paid prior to the Effective Date will be cancelled.
42
8 If, on or after the date of this announcement
and prior to the Effective Date, any dividend and/or other distribution and/or other return
of capital or value is announced, declared, made or paid or becomes payable in respect of
Ramsdens Shares (other than the Permitted Dividends), or if the Permitted Dividends are paid
and exceed, in aggregate, 9 pence per Ramsdens Share, Bidco reserves the right to reduce
the consideration payable under the terms of the Acquisition by an amount per Ramsdens Share
up to the amount of such dividend and/or distribution and/or return of capital or value (or,
in the case of any Permitted Dividend that exceeds 9 pence per Ramsdens Share, by the amount
in excess of 9 pence per Ramsdens Share). In such circumstances, Ramsdens Shareholders shall
be entitled to retain any such dividend, distribution, or other return of value declared,
made or paid. Where the consideration payable is so reduced, any reference in this announcement
or in the Scheme Document to the consideration payable under the terms of the Acquisition
will be deemed to be a reference to the consideration as so reduced. To the extent that any
such dividend and/or distribution (other than the Permitted Dividends) and/or other return
of capital or value is announced, declared, made or paid or is payable and it is: (i) transferred
pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution
and to retain it; or (ii) cancelled, the consideration payable under the terms of the
Acquisition will not be subject to change in accordance with this paragraph. Any reduction
by Bidco of the consideration payable under the terms of the Acquisition in the manner referred
to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt,
shall not be regarded as constituting any revision or variation of the Acquisition.
9 Bidco reserves the right to elect to implement
the Acquisition by way of a Takeover Offer as an alternative to the Scheme (subject to the
Panel's consent and the terms of the Cooperation Agreement). In such event, the Takeover
Offer will be implemented on the same terms, so far as applicable, and subject to the terms
of the Cooperation Agreement, as those which would apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in the method of effecting the Acquisition
(including, without limitation: (i) the inclusion of an acceptance condition set at
75% of the Ramsdens Shares to which such Takeover Offer relates (or such other percentage
as Bidco may, subject to the rules of the Code and the terms of the Cooperation Agreement
and with the consent of the Panel, decide, being in any case more than 50% of the Ramsdens
Shares); and (ii) those required by, or deemed appropriate by, Bidco under applicable
law, including US securities law). Further, if sufficient acceptances of such Takeover Offer
are received and/or sufficient Ramsdens Shares are otherwise acquired, it is the intention
of Bidco to apply the provisions of the Companies Act to acquire compulsorily any outstanding
Ramsdens Shares to which such offer relates.
10 The availability of the Acquisition to
persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction.
Any persons who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable requirements. Further information
in relation to Overseas Shareholders will be contained in the Scheme Document.
11 Unless otherwise determined by Bidco or
required by the Code and permitted by applicable law and regulations, the Acquisition is
not being, and will not be, made, directly or indirectly, in, into or by the use of the mail
of, or by any other means or instrumentality (including, but not limited to, facsimile, email
or other electronic transmission, telex or telephone) of interstate or foreign commerce of,
or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction.
12 The Scheme will be subject to the fulfilment
(or waiver, if permitted) of the Conditions set out in Part A of this Appendix A, to
the further terms set out in this Part B of this Appendix A, to the full terms and conditions
which will be set out in the Scheme Document, and to such further terms as may be required
to comply with the provisions of the Code.
13 Each of the Conditions shall be regarded
as a separate Condition and shall not be limited by reference to any other Condition.
14 The Scheme will not become effective unless
the Conditions have been fulfilled or (to the extent capable of waiver) waived or, where
appropriate, have been determined by Bidco to be or remain satisfied by no later than the
Long-Stop Date.
15 This announcement and any rights or liabilities
arising hereunder, the Acquisition, the Scheme and any proxies will be governed by English
law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will
be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange,
the AIM Rules, the FCA and the Registrar of Companies.
43
Appendix
B
Bases and Sources
In this announcement, unless otherwise stated
or the context otherwise requires, the following bases and sources have been used.
1 The fully diluted share capital of 33,870,782
Ramsdens Shares is calculated on the basis of:
1.1 32,355,782 Ramsdens Shares in issue as
at the close of business on the Latest Practicable Date; plus
1.2 1,515,000 Ramsdens Shares, being the maximum
number of Ramsdens Shares which could be issued on or after the date of this announcement
to satisfy the exercise and vesting of awards outstanding under the Ramsdens Share Schemes
as at the close of business on the Latest Practicable Date.
2 The value of approximately £206 million
for the entire issued and to be issued share capital of Ramsdens is based on:
2.1 Cash Consideration of 600 pence per Ramsdens
Share;
2.2 Ramsdens' fully diluted share capital
of 33,870,782 Ramsdens Shares, as set out in paragraph 1 above; and
2.3 the Permitted Dividends of up to 9 pence
in aggregate per Ramsdens Share, as further detailed in paragraph 2 of this announcement.
3 The pre-IFRS 16 enterprise value of Ramsdens
implied by the terms of the Acquisition, being £203 million, is based on:
3.1 the value of Ramsdens' entire issued and
to be issued ordinary share capital as set out in paragraph 2 above at the Offer Value; plus
3.2 the pre-IFRS 16 net cash position of £2.8
million as at 31 March 2026.
4 The premium calculations to the price per
Ramsdens Share used in this announcement have been calculated by reference to the closing
market price of a Ramsdens Share sourced from the Daily Official List on any particular date.
The volume-weighted average prices have been derived from Bloomberg.
5 Unless otherwise stated, the financial information
relating to Ramsdens is extracted from the audited consolidated financial statements of Ramsdens
for the financial year ended 30 September 2025.
6 USD figures have been converted to GBP using
the £:$ exchange rate of £1:$1.3256 as at the close of business on Latest Practicable
Date, as derived from the Daily Official List.
7 Certain figures included in this announcement
have been subject to rounding adjustments.
44
Appendix
C
Profit Forecast
On 3 June 2026, Ramsdens published its interim
results for the six months ended 31 March 2026. Included within these results was an update to the FY26 profit estimate that Ramsdens
had previously announced in its trading update published on 3 May 2026. This updated statement read:
“Resulting from the continued strong
performance across our diversified income streams and the additional benefit of the sustained high gold price, the Board currently anticipates
that profit before tax for FY26 is expected to be in a range of £30m to £33m, ahead of current market expectations”.
This statement constitutes a profit forecast
for the purposes of Rule 28 of the Code (the "Profit Forecast"), and the Panel has confirmed that the Profit Forecast
constitutes an ordinary course profit forecast for the purposes of Note 2(a) to Rule 28.1 of the Code, to which the requirements
of Rule 28.1(c)(i) of the Code apply.
Directors' confirmation
The Ramsdens Directors have considered the Profit
Forecast and confirm that it remains valid, as at the date of this announcement, and has been properly compiled on the basis of the assumptions
set out below and that the basis of accounting used is consistent with Ramsdens’ existing accounting policies.
Basis of preparation
The Profit Forecast is based on Ramsdens' current
internal unaudited forecasts for FY26. The Profit Forecast has been compiled on the basis of the assumptions set out below. The basis
of accounting used in the Profit Forecast is consistent with the existing accounting policies of Ramsdens in accordance with UK adopted
international accounting standards.
Assumptions
The Profit Forecast has been prepared on the
basis referred to above and subject to the principal assumptions set out below. The Profit Forecast is inherently uncertain and there
can be no guarantee that any of the assumptions listed below will occur and/or if they do, their effect on Ramsdens' results of operations,
financial condition or financial performance may be material.
The Profit Forecast should be read in this context
and construed accordingly. The Ramsdens Directors have made the following assumptions in respect of FY26:
Assumptions within Ramsdens' control or influence:
· no
material change to the existing strategy or operation of Ramsdens' business;
· no
material change to Ramsdens' expected store opening programme in the current financial year;
· no
material deterioration in Ramsdens' relationships with its customers and no material adverse
change to Ramsdens' ability to meet its customers’ needs and expectations based on
current practice;
· no
material unplanned capital expenditure, asset disposals, merger and acquisition or divestment
activity conducted by or affecting Ramsdens, save for the current recommended offer for Ramsdens
by Bidco; and
· no
material change in dividend or capital allocation policies of Ramsdens.
45
Assumptions outside of Ramsdens' control or
influence:
· no
material change in the gold price between the date of this announcement and the end of FY26;
· no
material change to existing prevailing macroeconomic, political or fiscal/inflationary conditions
or stability during FY26 in the markets or locations in which Ramsdens operates;
· no
material change in legislation, taxation or regulatory requirements impacting Ramsdens' operations,
expenditure or its accounting policies;
· no
material adverse change to Ramsdens' market environment before the end of FY26 (including
in relation to customer demand or competitive environment, including regarding Ramsdens'
market share and demand for Ramsdens' product offering);
· no
material change in Ramsdens' existing debt arrangements or ability to access external finance
and refinance existing debt upon maturity; and
· no
material litigation or regulatory investigations, and no material unexpected developments
in any existing litigation or regulatory investigation, each in relation to any of Ramsdens'
operations, products or services.
46
Appendix
D
Details of Irrevocable Undertakings
Ramsdens Directors
Bidco has received irrevocable undertakings from
those Ramsdens Directors who are interested in Ramsdens Shares to vote (or procure the voting) in favour of the Scheme at the Court Meeting
and the Resolutions at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept
or procure the acceptance of the Takeover Offer) in relation to the Ramsdens Shares held by them and (where relevant) their close relatives
set out in the table below.
Name
Number
of Ramsdens
Shares
Percentage
of Ramsdens' issued
share capital as at the close of
business on the Latest Practicable
Date
Peter Kenyon
1,091,250
3.37
Martin Clyburn
209,375
0.65
Simon Herrick
27,735
0.09
Karen Ingham
7,500
0.02
These irrevocable undertakings remain binding
in the event that a higher competing offer is made for Ramsdens and will cease to be binding only if:
· the
Scheme becomes effective in accordance with its terms or a Takeover Offer (if applicable)
is declared unconditional in accordance with the requirements of the Code;
· Bidco
announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition
and no new, revised or replacement scheme or offer is announced in accordance with Rule 2.7
of the Code at the same time or within two Business Days of announcement;
· the
Scheme lapses or is withdrawn in accordance with its terms, unless Bidco announces, within
five Business Days of such lapse or withdrawal and with the consent of the Panel, a firm
intention to switch to a Takeover Offer (or vice versa, if Bidco elects to implement the
Acquisition by way of a Takeover Offer); or
· the
Scheme does not become effective by the Long-Stop Date, or, if Bidco elects to implement
the Acquisition by way of a Takeover Offer, the Takeover Offer does not become unconditional
by the Long-Stop Date in accordance with the requirements of the Code.
47
Appendix
E
Definitions
The following definitions apply throughout this
announcement unless the context requires otherwise.
£,
Sterling, pence or p
the
lawful currency of the United Kingdom
$, USD,
US$, US Dollars, cent or c
the
lawful currency of the US
Acquisition
the
recommended cash acquisition by Bidco of the entire issued and to be issued share capital of Ramsdens, to be implemented by way of
the Scheme or (should Bidco so elect, subject to the consent of the Panel and to the terms of the Cooperation Agreement) by way of
a Takeover Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof
AIM
AIM,
a market operated by the London Stock Exchange
AIM Rules
the
AIM Rules for Companies
Bidco
Chess
Bidco Limited, a private company limited by shares incorporated in England and Wales with registered number 16434757
Briefing Paper
a
briefing paper in relation to the Acquisition prepared in accordance with the CMA's Guidance on the CMA's Mergers Intelligence Function
(CMA56 Revised), or any updated or revised guidance as may be issued by the CMA from time to time
Business Day
a
day (other than a Saturday, Sunday or public holiday in England) on which banks are open for business in London
Cash Consideration
the
cash consideration payable by Bidco pursuant to the terms of the Acquisition, being 600 pence per Ramsdens Share in addition to the
Permitted Dividend
Cavendish
Cavendish
Capital Markets Limited, a private limited company incorporated in England, with its registered address at 1 Bartholomew Close, London,
England, EC1A 7BL and registration number 06198898
Clean Team Agreement
the
clean team agreement dated 3 June 2026 between FirstCash and Ramsdens entered into in connection with the Acquisition, further
details of which are set out at paragraph 13 of this announcement
CMA
the
United Kingdom's Competition and Markets Authority
CMA Condition
the
Condition set out in paragraph 4 of Part A of Appendix A to this announcement
Code
the
City Code on Takeovers and Mergers
Companies Act
the Companies Act
2006
48
Conditions
the
conditions to the implementation of the Acquisition (including the Scheme) as set out in Part A of Appendix A to this announcement
and to be set out in the Scheme Document
Confidentiality
Agreement
the
confidentiality agreement dated 19 May 2026 between FirstCash and Ramsdens entered into in connection with the Acquisition,
further details of which are set out in paragraph 13 of this announcement
Cooperation Agreement
the
agreement dated 23 June 2026 between Bidco and Ramsdens and relating, among other things, to the implementation of the Acquisition,
further details of which are set out in paragraph 13 of this announcement
Court
the
High Court of Justice of England and Wales
Court Meeting
the
meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act, notice
of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including
any adjournment thereof
Court Sanction
Hearing
the
hearing of the Court to sanction the Scheme and, if such hearing is adjourned, reference to commencement of any such hearing shall
mean the commencement of the final adjournment thereof
CREST
the
relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK &
International Limited is the Operator (as defined in such Regulations) in accordance with which securities may be held and transferred
in uncertificated form
Daily Official
List
the
daily official list of the London Stock Exchange
Dealing Disclosure
has the same meaning
as in Rule 8 of the Code
Disclosed information which has been:
(i) disclosed by or on behalf of Ramsdens
in:
(a) the interim results of the Ramsdens
Group for the six-month period ended 31 March 2026;
(b) the annual report and accounts
of the Ramsdens Group for the financial year ended 30 September 2025;
(c) this announcement; and/or
(d) any other public announcement to
a Regulatory Information Service by, or on behalf of, Ramsdens prior to the date of this
announcement; and/or
(ii)
fairly disclosed to Bidco (or its officers, employees, agents or advisers in their capacity
as such) by or on behalf of Ramsdens in each case prior to the date of this announcement, including via the virtual data room operated
on behalf of Ramsdens in respect of the Acquisition;
49
EA
the Enterprise
Act 2002
Effective (i) if the Acquisition
is implemented by way of the Scheme, the Scheme having become effective pursuant to and in
accordance with its terms; or
(ii) if the Acquisition is implemented
by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional
in accordance with the requirements of the Code
Effective Date
the date
upon which the Acquisition becomes Effective
Excluded Shares
any Ramsdens Shares:
(i) registered in the name of, or beneficially
owned, by FirstCash, Bidco or any other member of the Wider Bidco Group at the Scheme Record
Time;
(ii) held in treasury by Ramsdens at
the Scheme Record Time; or
(iii) which Bidco and Ramsdens agree
will not be subject to the Scheme
FCA
the
Financial Conduct Authority of the United Kingdom, acting in its capacity as the competent authority for the purposes of FSMA
FCA Change in
Control Condition
the
Condition set out in paragraph 3 of Part A of Appendix A to this announcement
FirstCash
FirstCash
Holdings, Inc.
Forms of Proxy
the
forms of proxy in connection with each of the Court Meeting and the General Meeting, which shall accompany the Scheme Document
FSMA
the
Financial Services and Markets Act 2000
General Meeting
the
general meeting of Ramsdens to be convened in connection with the Scheme, to consider and, if thought fit, approve the Resolutions,
notice of which will be set out in the Scheme Document, including any adjournment thereof
H&T
H&T
Group plc
HMRC
His
Majesty's Revenue and Customs
IFRS
International
Financial Reporting Standards
ISIN
international security
identification number
50
Jefferies
Jefferies
International Limited
Latest Practicable
Date
22
June 2026, being the last Business Day prior to the date of this announcement
London Stock Exchange
London
Stock Exchange plc
Long-Stop Date
31
December 2026, or such later date: (i) as may be agreed in writing by Bidco and Ramsdens (with the Panel's consent, if
required); or (ii) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and, in each case,
that (if so required) the Court may allow
Offer Document
should
the Acquisition be implemented by way of a Takeover Offer, the offer document to be sent to (amongst others) Ramsdens Shareholders
setting out, amongst other things, the full terms and conditions of the Takeover Offer
Offer Value
609
pence per Ramsdens Share, being the sum total per Ramsdens Share of the Cash Consideration and the Permitted Dividends that are actually
paid to Ramsdens Shareholders prior to the Effective Date
Opening Position
Disclosure
has
the same meaning as in Rule 8 of the Code
Overseas Shareholders
Ramsdens
Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom
Panel
the
Panel on Takeovers and Mergers
Permitted Dividends
the
interim dividend of 6 pence per Ramsdens share and the special dividend of 3 pence per Ramsdens share each in respect of the six-month
period ended 31 March 2026 and declared by the Ramsdens Board on 3 June 2026
Phase 1 Investigation
an
investigation to determine whether to make a Phase 2 Reference
Phase 2 Reference
a
reference made pursuant to section 33 or section 45 of the EA to the chair of the CMA for the constitution of a group under Schedule
4 to the Enterprise and Regulatory Reform Act 2013 to conduct a phase 2 investigation
Profit Forecast
has
the meaning given to it in Appendix C to this announcement
Ramsdens
Ramsdens
Holdings PLC
Ramsdens Board
or Ramsdens Directors
the
directors of Ramsdens at the time of this announcement or, where the context so requires, the directors of Ramsdens from time to
time
Ramsdens Group
Ramsdens
and its subsidiary undertakings
Ramsdens Share
Schemes
the
Ramsdens Long Term Incentive Plan and the Ramsdens Company Share Option Plan
51
Ramsdens
Shareholders
the
registered holders of Ramsdens Shares from time to time
Ramsdens Shares
ordinary
shares of one penny each in the capital of Ramsdens
Registrar of Companies
the
Registrar of Companies in England and Wales
Regulatory Information
Service
any
information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements
Resolutions
the
shareholder resolution(s) to be proposed at the General Meeting necessary to approve, implement and effect the Scheme and the
Acquisition, including (without limitation) a resolution to implement certain amendments to be made to the articles of association
of Ramsdens
Restricted Jurisdiction
any
jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information
concerning the Acquisition is sent or made available to Ramsdens Shareholders in that jurisdiction
Scheme
the
scheme of arrangement proposed to be made under Part 26 of the Companies Act between Ramsdens and the Scheme Shareholders, with
or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Ramsdens and Bidco, to implement
the acquisition of the entire issued and to be issued share capital of Ramsdens by Bidco
Scheme Court Order
the
order of the Court sanctioning the Scheme under Part 26 of the Companies Act
Scheme Document
the
document to be sent to (among others) Ramsdens Shareholders containing and setting out, among other things, the full terms and conditions
of the Scheme and containing the notices convening the Court Meeting and General Meeting
Scheme Record
Time
the
time and date specified in the Scheme Document, expected to be 6.00 pm London time on the Business Day immediately prior to the Effective
Date, or such later time as Bidco and Ramsdens may agree and that (if so required) the Court may allow
Scheme Shareholders
holders
of Scheme Shares
52
Scheme Shares
Ramsdens Shares:
(i) in issue as at the date of the
Scheme Document;
(ii) (if any) issued after the date
of the Scheme Document and prior to the Scheme Voting Record Time; and
(iii) (if any) issued on or after the
Scheme Voting Record Time and before the Scheme Record Time, either on terms that the original
or any subsequent holders thereof shall be bound by the Scheme or in respect of which the
holders thereof shall have agreed in writing to be bound by the Scheme,
in each case remaining in issue at the
Scheme Record Time, but excluding any Excluded Shares
Scheme
Voting Record Time
the
time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined
Substantial Interest
a
direct or indirect interest in 20% or more of the voting equity capital of an undertaking
Takeover Offer
if
(subject to the consent of the Panel) Bidco elects to effect the Acquisition by way of a takeover offer (as defined in Chapter 3
of Part 28 of the Companies Act), the offer to be made by or on behalf of Bidco to acquire the issued and to be issued share
capital of Ramsdens on the terms and subject to the conditions to be set out in the related offer document
Third Party
a
relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body
or person whatsoever in any jurisdiction
UK or United
Kingdom
the
United Kingdom of Great Britain and Northern Ireland
United States
of America or US
the
United States of America, its territories, possessions, any state of the United States and the District of Columbia
US Exchange Act
the
United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
Wider Bidco Group
FirstCash
and the subsidiaries and subsidiary undertakings of FirstCash (including Bidco) and associated undertakings (including any joint
venture, partnership, firm or company in which FirstCash or any such undertakings (aggregating their interests) have a Substantial
Interest)
Wider Ramsdens Group
Ramsdens and the subsidiaries
and subsidiary undertakings of Ramsdens and associated undertakings (including any joint venture, partnership, firm or company in
which any member of the Ramsdens Group or any such undertakings (aggregating their interests) have a Substantial Interest)
For the purposes of this announcement, subsidiary,
subsidiary undertaking, undertaking, associated undertaking have the meanings given to them by the Companies Act.
References to an enactment include references
to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to time in this announcement are
to London time, unless otherwise stated. References to the singular include the plural, and vice versa.
53
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2618455d1_ex99-1.htm · Sequence: 3
EXHIBIT 99.1
FirstCash to
Acquire Ramsdens, a Leading Pawn, Retail and Financial Services Operator in the United Kingdom
Expands presence in the U.K. market through
the addition of 174 pawn locations with strong brand;
Further enhances FirstCash’s global
leadership positioning and long-term growth platform;
Expected to be accretive to EBITDA and EPS
Fort Worth, Texas (June 23, 2026) -- FirstCash
Holdings, Inc. (“FirstCash” or the “Company”) (Nasdaq: FCFS), the leading international operator of more
than 3,300 retail pawn stores, today announced that it has reached agreement on the terms of a recommended cash acquisition of Ramsdens
Holdings plc (“Ramsdens”), a leading operator of pawn stores in the United Kingdom. Under the terms of the agreement, FirstCash
(through its wholly-owned U.K. subsidiary, Chess Bidco Limited) will pay cash consideration of 600 pence for each share of Ramsdens stock.
In addition, Ramsdens shareholders will receive an interim cash dividend of up to 9 pence for each Ramsdens share to be paid on October 9,
2026. The total equity value, including cash consideration for the shares and the interim cash dividend, is approximately £206 million
or $273 million USD based on the exchange rate as of the close of business on June 22, 2026.
The acquisition of Ramsdens, which operates 174
pawn locations across England, Scotland and Wales, expands FirstCash’s geographic footprint in the U.K. and provides enhanced scale,
operating efficiencies and long-term growth opportunities in the market. This combination further builds FirstCash as the largest publicly
traded pawn platform in the United States, Latin America and the United Kingdom and is expected to drive further long-term revenue and
earnings growth.
Mr. Rick Wessel, Chief Executive Officer
and Vice-Chairman of the Board of FirstCash, commented, “We are excited to add Ramsdens as part of the global FirstCash family.
Ramsdens is a well-respected operator with a proven track record of operating successfully in the U.K. pawn market. This transaction will
not only provide immediate revenue and earnings accretion to FirstCash upon closing, but also enhances our long-term growth profile through
continued expansion of its industry-leading brands and platform. FirstCash looks forward to working together with the Ramsdens team to
drive further long-term value for all of our customers, employees and shareholders.”
Mr. Peter Keynon, Chief Executive Officer
of Ramsdens, commented, “I am exceptionally proud of Ramsdens’ transformational growth since our IPO in 2017. FirstCash is
an internationally established sector leader, and I share their confidence and conviction in the outlook for Ramsdens, which is underpinned
by our diversified model and established reputation for consistently doing the right thing for our customers and our fantastic people.”
Compelling Strategic and Financial Benefits
· Strengthens FirstCash’s position as a leading pawnbroking operator in the U.K.: Ramsdens
represents a highly complementary strategic fit alongside FirstCash’s existing U.K. operations following the acquisition of H&T,
creating a scaled U.K. platform with a combined network of almost 470 stores with limited location overlap between the existing footprints
of H&T and Ramsdens.
· Unlocks Further Growth and Revenue Synergies for Ramsdens: The Ramsdens platform is expected to
benefit from the additional growth capital provided by FirstCash which should support increased pawn lending activities and resulting
revenue growth in the existing Ramsdens stores while providing further opportunities for additional geographic expansion in the U.K.
· Enhances Scale and Operating Leverage: The addition of the 174 Ramsdens stores increases FirstCash’s
scale, operational footprint and ability to leverage efficiencies in the U.K. and across its global platform. Upon closing, FirstCash
expects to have over 3,500 pawn locations worldwide.
· Financially Compelling: The transaction is expected to drive further revenue growth and be accretive
to both EBITDA and EPS, strengthening FirstCash’s financial profile and long-term shareholder value.
Ramsdens Financial Highlights
Trailing Twelve Months Ended March 31,
2026 (USD) (1)
·
Revenue
$
200 million
·
Net income
$
26 million
·
Adjusted EBITDA (2)
$
40 million
(1) Amounts presented on an IFRS basis in USD using a GBP/USD average exchange rate over the period of 1.34.
(2) Calculated as reported EBITDA less expenses related to depreciation of the right-of-use assets and interest
on lease liabilities, which are treated as “rent expenses" for compatibility to FirstCash’s reported Adjusted EBITDA.
Transaction Timeline and Additional Details
The acquisition has been unanimously approved
by the Boards of Directors of both FirstCash and Ramsdens. The transaction is subject to approval by Ramsdens’ shareholders and
customary regulatory approvals in the United Kingdom. The transaction is expected to close by the end of 2026, subject to receipt of these
approvals and the satisfaction of other customary closing conditions.
Advisors
Jefferies LLC is serving as exclusive financial
advisor to FirstCash. Gowling WLG (UK) LLP and Alston & Bird LLP are serving as legal counsel to FirstCash.
Cavendish is serving as exclusive financial advisor
to Ramsdens. Addleshaw Goddard LLP is serving as legal advisor to Ramsdens.
Further Information; No Offer or Solicitation
This release 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 all-cash offer by Chess Bidco Limited (“Bidco”), an indirect wholly-owned subsidiary of FirstCash Holdings, Inc.
(the “Company”), for the entire issued and to be issued share capital of Ramsdens, a company incorporated in England and Wales
(“Ramsdens”) (such acquisition, 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 a court-sanctioned
scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006, as amended (the “U.K.
Companies Act”) (or, if the Acquisition is implemented by way of a takeover offer, as such term is defined in the U.K. Companies
Act (the “Takeover Offer”), the offer document), which 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 shareholders are urged to read the Scheme document when it becomes available, because it will contain
important information relating to the Acquisition.
2
Additional Information
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. Securities Exchange Act
of 1934, as amended (“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 this release and 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 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 United Kingdom City Code on Takeovers and Mergers (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 release contains forward-looking statements
regarding, among other things, the Acquisition, the anticipated benefits and timing of the Acquisition and the business, financial condition,
outlook and prospects of the Company and Ramsdens. Forward-looking statements, as that term is defined in the Private Securities Litigation
Reform Act of 1995, can be identified by the use of forward-looking terminology such as “outlook,” “believes,”
“projects,” “expects,” “may,” “estimates,” “should,” “plans,”
“targets,” “intends,” “could,” “would,” “anticipates,” “potential,”
“confident,” “optimistic,” or the negative thereof, or other variations thereon, or comparable terminology, or
by discussions of strategy, objectives, estimates, guidance, expectations, outlook and future plans. Forward-looking statements can also
be identified by the fact these statements do not relate strictly to historical or current matters. Rather, forward-looking statements
relate to anticipated or expected events, activities, trends or results. Because forward-looking statements relate to matters that have
not yet occurred, these statements are inherently subject to risks and uncertainties.
While the Company believes the expectations reflected
in forward-looking statements are reasonable, there can be no assurances such expectations will prove to be accurate. Security holders
are cautioned that such forward-looking statements involve risks and uncertainties. Certain factors may cause results to differ materially
from those anticipated by the forward-looking statements made in this release. With respect to the proposed Acquisition, these factors,
risks and uncertainties include, without limitation, the risk that the Acquisition may not be consummated, including as a result of a
failure by Company or Ramsdens to obtain the necessary shareholder (in the case of Ramsdens) or regulatory approvals required for the
Acquisition, or that required regulatory approvals may delay the Acquisition or result in the imposition of conditions that could reduce
the anticipated benefits from the Acquisition, or the occurrence of any event, change or other circumstances that could give rise to the
termination of the Acquisition; the risk that Company will incur additional indebtedness to finance the Acquisition, which may not be
on favorable terms to the Company; the length of time necessary to consummate the Acquisition, which may be longer than anticipated for
various reasons; the risk that Ramsdens will not be combined and integrated successfully; the risk that the cost savings, synergies and
other benefits from the Acquisition may not be fully realized or may take longer to realize than expected; the diversion of management
time on Acquisition-related issues; the risk that costs associated with the integration of Ramsdens is higher than anticipated; increased
exposure to local economic and political conditions, exchange rate fluctuations and the extensive regulatory regime in the U.K.; risks
related to the ability to hire and retain key Ramsdens personnel; and the effects of tax assessments or tax positions taken, risks related
to goodwill and other intangible asset impairment, tax adjustments, anticipated tax rates, or other regulatory compliance costs.
Additional risks and uncertainties with respect
to the Company are discussed and described in the Company’s most recent Annual Report on Form 10-K filed with the U.S. Securities
and Exchange Commission (the “SEC”), including the risks described in Part 1, Item 1A, “Risk Factors”
thereof, and other reports filed with the SEC. Many of these risks and uncertainties are beyond the ability of the Company to control,
nor can the Company predict, in many cases, all of the risks and uncertainties that could cause its actual results to differ materially
from those indicated by the forward-looking statements. The forward-looking statements contained in this release speak only as of the
date of this release, and the Company expressly disclaims any obligation or undertaking to report any updates or revisions to any such
statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which any
such statement is based, except as required by law.
3
Publication on website
In accordance with Rule 26.1 of the Code,
a copy of this release will be made available, subject to certain restrictions, on the Company’s website at https://investors.firstcash.com/
by no later than 12 noon (London time) on the business day following publication of this release. For the avoidance of doubt, the contents
of any websites referred to in this release are not incorporated into and do not form part of this release.
Right to request hard copies
In accordance with Rule 30.3 of the Code,
a person so entitled may request a hard copy of this release (and any document or information incorporated into it by reference to another
source) by contacting Ramsdens’ registrars, Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex,
BN99 6DA, United Kingdom or by calling them during business hours on +44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London
time) Monday to Friday (except English and Welsh public holidays). Calls are charged at the standard geographical rate and will vary by
provider. Calls from outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of
this release in electronic form or via a website notification, a hard copy of this release (and any document or information incorporated
by reference into this release) will not be sent unless so requested. In accordance with Rule 30.3 of the Code, such persons may
also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be sent
in hard copy form.
About FirstCash
FirstCash is the leading international operator
of pawn stores focused on serving cash and credit-constrained consumers. FirstCash operates more than 3,300 pawn stores in the U.S., Latin
America and the U.K. Most of the stores buy and sell a wide variety of jewelry, electronics, tools, appliances, sporting goods, musical
instruments and other merchandise, and make small non-recourse pawn loans secured by pledged personal property. FirstCash’s pawn
operations currently account for over 90% of net revenue, with the remainder provided by its wholly owned subsidiary, AFF, a leading provider
of customer payment solutions at the point-of-sale for retailers of consumer goods and services.
FirstCash is a component company in both the
Standard & Poor’s MidCap 400 Index® and the Russell 2000 Index®. FirstCash’s common stock
(ticker symbol “FCFS”) is traded on the Nasdaq, the creator of the world’s first electronic stock market. For
additional information regarding FirstCash and the services it provides, visit FirstCash’s websites located at http://www.firstcash.com,
http://www.americanfirstfinance.com and http://www.handt.co.uk.
About Ramsdens
Ramsdens is a U.K.-based diversified provider
of financial services and a retail operator, serving customers primarily through a nationwide estate of high street stores and complementary
online channels.
Ramsdens primarily operates across the following
business segments:
· Pawnbroking – provision of short-term, asset backed loans secured against customer assets, predominantly
jewelry and watches;
· Foreign currency exchange – the purchase and sale of foreign currency notes, together with the provision
of travel money products including multi-currency cards and international transfers;
· Purchase of precious metals – acquisition of gold and other valuables from customers, with subsequent
resale into wholesale or bullion markets; and
· Jewelry retail – sale of new and pre-owned jewelry and watches through the Ramsdens Group’s
store network and online channels.
These activities are delivered through a combination
of physical stores, of which there are currently 174 across the U.K., and a growing digital platform, providing Ramsdens with a diversified
and complementary income base. Ramsdens currently employs 877 employees across its operations.
4
For further information, please contact:
Gar Jackson
Global IR Group
Phone:
(817) 886-6998
Email:
gar@globalirgroup.com
Doug Orr, Executive Vice President and Chief Financial Officer
Phone:
(817) 258-2650
Email:
investorrelations@firstcash.com
Website:
investors.firstcash.com
5
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