Final* Recommended Cash Offer
FirstCash Holdings, Inc., through its subsidiary Chess Bidco Limited, has revised its final recommended cash offer for Ramsdens Holdings PLC to 684 pence per share, comprising 675 pence in cash and up to 9 pence in permitted dividends. This revised offer values Ramsdens at approximately £232 million on a fully diluted basis, representing a significant premium to its recent share prices. The financing for the acquisition is expected to be drawn from FirstCash's credit facilities, with a bridge loan agreement in place for up to £239 million. Irrevocable undertakings and letters of intent have been secured from Ramsdens directors and significant shareholders, representing approximately 17.25% of the issued share capital, and the Ramsdens directors continue to unanimously recommend the offer.
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(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
Revised Offer Declared As Final*
Introduction
On 23 June 2026, the boards of directors of Chess Bidco Limited ("Bidco") and Ramsdens Holdings PLC ("Ramsdens") announced, pursuant to Rule 2.7 of the Takeover Code (the "Rule 2.7 Announcement"), that they had reached an agreement on the terms of a recommended cash acquisition, pursuant to which Bidco, an indirect wholly-owned subsidiary of FirstCash Holdings, Inc. ("FirstCash"), would acquire the entire issued and to be issued share capital of Ramsdens. The Acquisition is to be effected by means of a Court-sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
This announcement is being made jointly by Bidco and Ramsdens.
Capitalised terms used but not otherwise defined in this announcement shall have the same meanings given to them in the Rule 2.7 Announcement, unless the context requires otherwise.
Terms of the Revised Offer Declared As Final*
Since the Rule 2.7 Announcement, Bidco and Ramsdens, together with their advisers, have been engaging with Ramsdens Shareholders to discuss the views of Ramsdens Shareholders on the Acquisition. Following such engagement, Bidco and Ramsdens are pleased to announce they have reached agreement on a revised offer for the Acquisition to increase the cash price to be received by Ramsdens Shareholders (the "Revised Offer").
Under the terms of the Revised Offer, Ramsdens Shareholders will be entitled to receive a total value of up to 684 pence in cash per Ramsdens Share comprising:
- 675 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 £229 million. The Cash Consideration represents a premium of approximately:
- 13% to the Cash Consideration of 600 pence per Ramsdens Share announced on 23 June 2026;
- 49% to the closing price of 453 pence per Ramsdens Share on 22 June 2026, the last Business Day prior to the Rule 2.7 Announcement (the "Latest Practicable Date");
- 64% 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;
- 78% 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
- 37% to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens' all-time high closing share price prior to the start of the offer period.
Including the Permitted Dividends payment of up to 9 pence, Ramsdens Shareholders will be entitled to receive, in aggregate, up to approximately £232 million on a fully diluted basis, which represents a premium of approximately:
- 12% to the offer price of 609 pence per Ramsdens Share announced on 23 June 2026 (including the Permitted Dividends entitlement);
- 51% to the closing price of 453 pence per Ramsdens Share on the Latest Practicable Date;
- 66% 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;
- 80% 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
- 39% to the closing price of 493 pence per Ramsdens Share on 3 June 2026, being Ramsdens' all-time high closing share price prior to the start of the offer period.
The terms of the Acquisition value the entire issued and to be issued share capital of Ramsdens at up to approximately £232 million on a fully diluted basis and imply an enterprise value of Ramsdens on a pre-IFRS 16 basis of up to approximately £229 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 will be required to reduce the consideration payable under the terms of the Acquisition by: (i) the amount of such excess, in circumstances where the Permitted Dividends exceed in aggregate 9 pence per Ramsdens Share; or (ii) in all other cases, 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.
*Bidco announces that the Revised Offer represents its final offer and will not be increased, except that it reserves the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Ramsdens by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances).
Dividend Entitlements under the Revised Offer
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 will be required to reduce the consideration payable under the terms of the Acquisition by (i) the amount of such excess, in circumstances where the Permitted Dividends exceed in aggregate 9 pence per Ramsdens Share; or (ii) in all other cases, 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.
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 "Amended and Restated 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 Amended and Restated 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 Amended 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 as amended by way of an amendment agreement dated 16 July 2026 (the "Amended 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 £239 million on the terms and conditions set out in the Amended Bridge Credit Agreement. The Amended Bridge Credit Agreement provides a backstop for the financing of the Acquisition and satisfies the "certain funds" requirements under the Code.
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 Revised Offer.
Irrevocable Undertakings and Letters of Intent
Ramsdens Directors
As described in the Rule 2.7 Announcement, 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 4.09 per cent. of Ramsdens' issued share capital as at 15 July 2026, being the last Business Day prior to the date of this announcement.
Letters of Intent
In addition to the irrevocable undertakings received from the Ramsdens Directors as described above, which remain binding in relation to the Revised Offer, Bidco has received letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from Lion Nominees Limited (as nominee for TrinityBridge Limited) and Downing LLP in respect of a total of 4,298,782 Ramsdens Shares representing, in aggregate, approximately 13.16 per cent. of the existing issued ordinary share capital of Ramsdens as at 15 July 2026, being the last Business Day prior to the date of this announcement.
In aggregate therefore, Bidco has received irrevocable undertakings and letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 5,634,642 Ramsdens Shares representing approximately 17.25 per cent. of the total issued share capital of Ramsdens as at 15 July 2026, being the last Business Day prior to the date of this announcement.
Further details of these irrevocable undertakings and letters of intent are set out in Appendix 1 to this announcement.
Recommendation
The Ramsdens Directors, who have been so advised by Cavendish as to the financial terms of the Revised Offer, consider the terms of the Revised Offer 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.
The Ramsdens Directors continue to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Ramsdens Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition as amended by this announcement is implemented by way of a Takeover Offer, that Ramsdens Shareholders accept or procure acceptance of such Takeover Offer), as the Ramsdens Directors who hold or are otherwise interested in Ramsdens Shares have irrevocably undertaken to do in respect of their entire beneficial interests totalling 1,335,860 Ramsdens Shares (representing approximately 4.09 per cent. of the existing issued ordinary share capital of Ramsdens as at 15 July 2026, being the last Business Day prior to the date of this announcement.
General
Bidco's strategic rationale for the Acquisition remains unchanged and is set out in paragraph 3 of the Rule 2.7 Announcement. The Revised Offer does not change Bidco's intentions as regards the business, management, employees, existing contractual and statutory employment rights, pensions, incentive arrangements, research and development, fixed assets, locations or trading facilities of Ramsdens, or the proposals in respect of Ramsdens Share Plans, each as set out in the Rule 2.7 Announcement, which will be made to participants in the Ramsdens Share Plans in due course.
The background to and the Ramsdens Board's reasons for recommending the Acquisition remain unchanged and are set out in paragraph 5 of the Rule 2.7 Announcement. In particular, in considering the recommendation of the Acquisition as amended by this announcement to Ramsdens Shareholders, the Ramsdens Board has given due consideration to the financial terms of the Acquisition, Ramsdens' current trading performance and Bidco's plans for the business. Ramsdens has today published a trading update, including an update to the previously announced profit forecast set out in the Rule 2.7 Announcement, to which shareholders' attention is drawn.
Other than as set out in this announcement, the Acquisition will be on the terms and will be subject to the Conditions as set out in the Rule 2.7 Announcement. Further details of the Acquisition will be set out in the Scheme Document which will be published and sent to Ramsdens Shareholders in due course.
Each of Jefferies and Cavendish has given and not withdrawn its written consent to the issue of this announcement with the inclusion of the reference to its name in the form and context in which they appear.
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:
- this announcement;
- the irrevocable undertakings and letters of intent referred to in Appendix 1;
- the Amended Bridge Credit Agreement; and
- the consent letters from each of Jefferies and Cavendish referred to in this paragraph.
Douglas Orr.
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.
Overseas jurisdictions
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
General
Capitalised terms in this announcement shall have the same meaning given to them in the Rule 2.7 Announcement unless the context otherwise requires.
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.
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, Ramsdens confirms that it has in issue 32,664,782 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.
Appendix 1
Details of Irrevocable Undertakings and Letters of Intent
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 of person entering into undertaking | Total number of Ramsdens Shares in respect of which undertaking is given | Percentage of issued Ramsdens Shares as at 15 July 2026 |
|---|---|---|
| Peter Kenyon | 1,091,250 (1) | 3.34 |
| Martin Clyburn | 209,375 (2) | 0.64 |
| Simon Herrick | 27,735 | 0.08 |
| Karen Ingham | 7,500 | 0.02 |
Notes:
- includes 841,250 Ramsdens Shares held by Peter Kenyon's close relatives
- Includes 104,654 Ramsdens Shares held by Martin Clyburn's close relatives
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.
Letters of Intent
Bidco has received letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer) from Lion Nominees Limited (as nominee for TrinityBridge Limited) and Downing LLP in relation to the Ramsdens Shares set out in the table below:
| Name of person entering into letter of intent | Total number of Ramsdens Shares in respect of which letter of intent is given | Percentage of issued Ramsdens Shares as at 15 July 2026 |
|---|---|---|
| Lion Nominees Limited (nominee for TrinityBridge Limited) | 2,284,599 | 6.99 |
| Downing LLP | 2,014,183 | 6.17 |
These letters of intent do not oblige Lion Nominees Limited (as nominee for TrinityBridge Limited) and Downing LLP to vote in any manner in connection with the Acquisition.
Appendix 2
Bases and Sources
- The fully diluted share capital of 33,870,782 Ramsdens Shares is calculated on the basis of:
1.1. 32,664,782 Ramsdens Shares in issue as at the close of business on the 15 July 2026, the last business day prior to this Announcement; plus
1.2. 1,206,000 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 15 July 2026, the last business day prior to this Announcement.
- The value of approximately £232 million for the entire issued and to be issued share capital of Ramsdens is based on:
2.1. Cash Consideration of 675 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 set out above and in paragraph 2 of the Rule 2.7 Announcement.
- The pre-IFRS 16 enterprise value of Ramsdens implied by the terms of the Acquisition, being £229 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 Revised Offer value of 684p per Ramsdens Share; plus
3.2. the pre-IFRS 16 net cash position of £2.8 million as at 31 March 2026.
- 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.
- Certain figures included in this announcement have been subject to rounding adjustments.
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