Update on Letter of Intent
FirstCash Holdings, Inc., through its subsidiary Chess Bidco Limited, has provided an update on letters of intent regarding its recommended cash acquisition of Ramsdens Holdings PLC. While initial letters of intent from TrinityBridge and Downing represented approximately 13.16% of Ramsdens' shares, subsequent disposals have reduced these commitments. TrinityBridge now holds letters of intent for 6.97% of shares, and Downing for 6.12%, bringing the total under letters of intent to 13.09%. Combined with irrevocable undertakings from Ramsdens directors representing 4.09%, the total support for the scheme of arrangement stands at approximately 17.18% of Ramsdens' issued share capital as of July 23, 2026.
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FOR
RAMSDENS HOLDINGS PLC
BY
CHESS BIDCO LIMITED
(an indirect wholly-owned subsidiary of FirstCash Holdings, Inc.)
to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Update on Letters of Intent
Letters of Intent
As set out the in the Revised Offer Announcement, Bidco received non-binding letters of intent from Lion Nominees Limited (as nominee for TrinityBridge Limited) ("TrinityBridge") and Downing LLP ("Downing") to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 4,298,782 Ramsdens Shares representing, in aggregate, approximately 13.16 per cent. of the existing issued ordinary share capital of Ramsdens as at 15 July 2026, being the last Business Day before the Revised Offer Announcement.
On 24 July 2026, pursuant to a Form 8.3 released by TrinityBridge on 24 July 2026, Bidco became aware that 2,523 Ramsdens Shares that were subject to the TrinityBridge letter of intent had been sold. These were in addition to the prior and announced disposals of 5,211 Ramsdens Shares that were also subject to the TrinityBridge letter of intent. Accordingly, TrinityBridge has now disposed of, in aggregate, 7,734 Ramsdens Shares that were subject to the TrinityBridge letter of intent so therefore the total number of Ramsdens Shares which are subject to the TrinityBridge letter of intent is now 2,276,865 Ramsdens Shares, representing approximately 6.97 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 23 July 2026, being the last Business Day prior to the date of this announcement.
In addition to the above, pursuant to a Form 8.3 released by Downing on 22 July 2026, Bidco became aware that 15,547 Ramsdens Shares that were subject to the Downing letter of intent had been sold, and so therefore the total number of Ramsdens Shares which are subject to the Downing letter of intent is now 1,998,636 Ramsdens Shares, representing approximately 6.12 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 23 July 2026, being the last Business Day prior to the date of this announcement.
Accordingly therefore, the total number of Ramsdens Shares which are subject to letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 4,275,501 Ramsdens Shares representing approximately 13.09 per cent. of the total issued share capital of Ramsdens as at 23 July 2026, being the last Business Day prior to the date of this announcement.
In addition to the letters of intent, as described in the Rule 2.7 Announcement, Bidco has received irrevocable undertakings from those Ramsdens Directors to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 1,335,860 Ramsdens Shares representing approximately 4.09 per cent. of the total issued share capital of Ramsdens as at 23 July 2026, being the last Business Day prior to the date of this announcement.
In aggregate therefore, the total number of Ramsdens Shares which are subject to irrevocable undertakings or a letter of intent to vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting (or, in the event that the Revised Offer is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) is 5,611,361 Ramsdens Shares representing approximately 17.18 per cent. of the total issued share capital of Ramsdens as at 23 July 2026, being the last Business Day prior to the date of this announcement.
Overseas jurisdictions
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.