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Publication Of The Scheme Document

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Ramsdens Holdings PLC has announced the publication of its Scheme Document regarding the recommended cash acquisition by Chess Bidco Limited, a subsidiary of FirstCash Holdings, Inc. The Scheme Document details the terms of the revised offer, which is final, and outlines the process for shareholders to approve the acquisition through Court and General Meetings scheduled for August 10, 2026. The Ramsdens Directors unanimously recommend that shareholders vote in favour of the Scheme, with directors who hold approximately 4.09% of the issued share capital having irrevocably undertaken to do so. The acquisition is expected to become effective in the second half of 2026.

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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

PUBLICATION OF THE SCHEME DOCUMENT

On 23 June 2026, Ramsdens Holdings PLC ("Ramsdens") and Chess Bidco Limited ("Bidco") announced that they had agreed the terms of a recommended cash acquisition by Bidco, an indirect wholly-owned subsidiary of FirstCash Holdings, Inc. ("FirstCash"), to acquire the entire issued and to be issued share capital of Ramsdens (the "Acquisition"). The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

On 16 July 2026, Ramsdens and Bidco announced that they had agreed the terms of an increased and final* recommended cash offer for the Acquisition (the "Revised Offer").

Publication and posting of the Scheme Document

Ramsdens is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") will be published today, setting out, amongst other things, a letter from the Chair of Ramsdens, an explanatory statement pursuant to section 897 of the Companies Act, the full terms and conditions of the Scheme, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Ramsdens Shareholders.

The Scheme Document and this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com. Copies of the Scheme Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Hard copies of the Scheme Document and the Forms of Proxy and voting instructions for the Court Meeting and the General Meeting will be posted to Ramsdens Shareholders. Participants in the Ramsdens Share Schemes will also be sent details of the proposals being made to them.

On 16 July 2026, Ramsdens published a trading update, including an update to the previously announced profit forecast set out in the Rule 2.7 Announcement (the "July Profit Forecast"). As required by Rule 28 of the Code, the July Profit Forecast is set out in Part VII (Profit Forecast) of the Scheme Document.

Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things:

  • the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders at the Court Meeting (or any adjournment of the Court Meeting); and
  • the passing of the Resolution at the General Meeting.

The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting which are to be held at 16 Falcon Court, Preston Farm Industrial Estate, Stockton on Tees, TS18 3TU at 1.00 p.m. and 1.15 p.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) on 10 August 2026, respectively, are set out in the Scheme Document. Forms of Proxy for use at such Meetings have been sent to Ramsdens Shareholders.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Scheme Shareholders' opinion. Whether or not you intend to attend and/or vote at the Meetings, you are therefore strongly urged to complete, sign and return your Forms of Proxy or appoint a proxy online (through Shareview or Proxymity (for institutional investors only)) or through the CREST electronic proxy appointment service (as appropriate) as soon as possible. If you hold Ramsdens Shares through a platform (such as Hargreaves Lansdown, Interactive Investor or AJ Bell) contact your platform or share plan provider directly to make arrangements for your nominee to vote on your behalf.

Recommendation

The Ramsdens Directors, who have been so advised by Cavendish as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Ramsdens Directors, Cavendish has taken into account the commercial assessments of the Ramsdens Directors. Cavendish is providing independent financial advice to the Ramsdens Directors for the purposes of Rule 3 of the Code.

Accordingly, in order to implement the Acquisition, the Ramsdens Directors unanimously recommend that Scheme Shareholders vote, or procure the vote, in favour of the Scheme at the Court Meeting and that Ramsdens Shareholders vote, or procure the vote, in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, that Ramsdens Shareholders accept or procure acceptance of the Takeover Offer), as those Ramsdens Directors who are interested in Ramsdens Shares have irrevocably undertaken to do in respect of their and (where relevant) their close relatives' aggregate beneficial holdings of 1,335,860 Ramsdens Shares (representing approximately 4.09% per cent. of the Ramsdens issued share capital as at the Last Practicable Date).

Ramsdens Shareholders should carefully read the whole Scheme Document (including any documents incorporated into the Scheme Document by reference) before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on, amongst other things, the approval of the requisite majority of Scheme Shareholders at the Court Meeting and the requisite majority of Ramsdens Shareholders at the General Meeting, the satisfaction of the FCA Change in Control Condition and the satisfaction of the CMA Condition. The Scheme is also subject to the satisfaction (or, where applicable, waiver) of the other Conditions (including sanction of the Court) and further terms, as described more fully in the Scheme Document.

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective in the second half of 2026 and, in any event, prior to the Long Stop Date. If any of the key dates set out in the timetable change, the revised times and/or dates will be notified to Ramsdens Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.

Shareholder Helpline

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or how to complete the Forms of Proxy or to appoint a proxy through the CREST electronic proxy appointment service or online, please contact Ramsdens' registrar, Equiniti, by writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA or by calling the shareholder helpline on +44 (0)371 384 2050. The shareholder helpline will be available from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding public holidays in England and Wales). Please ensure that the country code is used if calling from outside the UK. Calls to the shareholder helpline from outside of the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. Please note that Equiniti cannot provide advice on the merits of the Scheme, nor give financial, tax, investment or legal advice.

If you hold Ramsdens Shares through a platform (such as Hargreaves Lansdown, Interactive Investor or AJ Bell) and have any questions about how to vote, please contact your platform or share plan provider directly, read the guide on how to vote via a platform on FirstCash's website at https://investors.firstcash.com and on Ramsden's website at https://ramsdensplc.com or contact Georgeson on the details set out below. Georgeson (a trading name of Computershare Investor Services PLC) has been appointed to liaise with Ramsdens Shareholders to ensure that the proxy arrangements are completed and submitted by the deadline stated below. If you need further information or assistance in voting your Ramsdens Shares, please email Ramsdens@georgeson.com. It should be noted that, whilst the time for receipt of Forms of Proxy is 1.00 p.m. on 6 August 2026 for the Court Meeting and 1.15 p.m. on 6 August 2026 for the General Meeting (or, in the case of an adjourned Meeting, not later than 48 hours before the time and date set for such adjourned Meeting, excluding any part of a day that is not a Business Day), platform deadlines are likely to be earlier than this date so Ramsdens Shareholders who hold their shares through platforms should engage with their platform providers as soon as possible ahead of this date.

Addleshaw Goddard LLP is acting as legal adviser to Ramsdens in connection with the Acquisition. Alston & Bird LLP and Gowling WLG (UK) LLP are acting as US and English legal advisers to FirstCash and Bidco in connection with the Acquisition.

This announcement does not constitute a prospectus or a prospectus exempted document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

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.

No profit forecasts or estimates

The July Profit Forecast and the profit forecast at Appendix C of the Rule 2.7 Announcement (the "Profit Forecast") are profit forecasts for the purposes of Rule 28 of the Code. The July Profit Forecast updates the Profit Forecast. In each case, the assumptions and basis of preparation on which the July Profit Forecast and the Profit Forecast are based and the Ramsdens Directors' confirmations, as required by Rule 28.1 of the Code, are set out in Part VII (Profit Forecast) of the Scheme Document and Appendix C to the Rule 2.7 Announcement respectively.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following times and dates are indicative only based on Ramsdens' and Bidco's current expected dates for implementation of the Scheme and will depend, among other things, on the date upon which the Conditions are satisfied or, if capable of waiver, waived, and the date upon which the Court sanctions the Scheme. The timetable is also dependent on the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Ramsdens will give notice of any update(s) to Ramsdens Shareholders by issuing an announcement through a Regulatory Information Service, with such announcement being made available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.

EventTime and/or date
Publication of this document Latest time for lodging Forms of Proxy for the:17 July 2026
Court Meeting (BLUE form)1.00 p.m. on 6 August 2026 (1)
General Meeting (WHITE form)1.15 p.m. on 6 August 2026 (2)
Voting Record Time for the Court Meeting and the General Meeting6.30 p.m. on 6 August 2026 (3)
Court Meeting1.00 p.m. on 10 August 2026
General Meeting1.15 p.m. on 10 August 2026 (4)

The following dates are indicative only and are subject to change (5)

Court Sanction HearingA date expected to be in the second half of 2026 (date " D "), subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ramsdens SharesAt close of business on D+1 Business Day
Scheme Record Time and Date6:00 p.m. on D+1 Business Day
Dealings in Ramsdens Shares suspended7:30 a.m. on D+2 Business Days
Effective Date of the SchemeD+2 Business Days
Cancellation of admission of Ramsdens Shares to trading on AIM7:00 a.m. on D+3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers in respect of Cash Consideration due under the SchemeWithin 14 days of the Effective Date
Long-Stop Date31 December 2026 (6)

Notes:

  • It is requested that BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours before the time appointed for the Court Meeting, excluding any part of a day that is not a Business Day. An original copy of a completed and signed BLUE Form of Proxy not so lodged may be handed to the representatives of Equiniti or the Chair of the Court Meeting, or it may be scanned and emailed to Equiniti at the following email address: proxyvotes@equiniti.com, before the start of the Court Meeting and it will still be valid.
  • WHITE Forms of Proxy for the General Meeting must be lodged not later than 48 hours before the time appointed for the General Meeting, excluding any part of a day that is not a Business Day. WHITE Forms of Proxy for the General Meeting not lodged by this time will be invalid.
  • If the Court Meeting is adjourned, the Voting Record Time will be 6.30 p.m. on the day which is two days before the date of the adjourned Court Meeting, excluding any part of a day that is not a Business Day.
  • To commence at 1.15 p.m. on 10 August 2026 (or as soon as reasonably practicable thereafter as the Court Meeting is concluded or adjourned).
  • These dates and times are indicative only and will depend, amongst other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Scheme Court Order is delivered to the Registrar of Companies.
  • This is the latest date by which the Scheme may become Effective unless Bidco and Ramsdens agree a later date (with the Panel's consent, if required) or (in a competitive situation) a later date is specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow.

All references in this document to times are to London time unless otherwise stated.

* The Revised Offer represents Bidco's final offer and will not be increased, except that it reserves the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Ramsdens by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances).

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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