Results of Court Meeting and General Meeting
Ramsdens Holdings PLC announced that the Court Meeting and General Meeting held on August 10, 2026, approved all resolutions related to the recommended cash acquisition by Chess Bidco Limited, an indirect subsidiary of FirstCash Holdings, Inc. The FCA Change in Control Condition has also been satisfied. The acquisition, intended to be completed by the end of the second half of 2026, is subject to remaining conditions including CMA approval and court sanction. The total number of Ramsdens Shares in issue at the Voting Record Time was 32,664,782, with 12,930,883 Scheme Shares voted in favour at the Court Meeting and 13,083,760 shares voted in favour at the General Meeting.
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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
Results of Court Meeting and General Meeting held on 10 August 2026
and
Satisfaction of FCA Change in Control Condition
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"). A circular in relation to the Acquisition, on the basis of the Revised Offer, was published by Ramsdens on 17 July 2026 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to London time unless otherwise stated.
* The announcement of the Revised Offer confirmed that the Revised Offer represents Bidco's final offer and will not be increased, except that Bidco reserves the right to revise the financial terms of the Acquisition if: (i) there is an announcement of a possible offer or a firm intention to make an offer for Ramsdens by any third party; or (ii) the Panel otherwise provides its consent (such consent to be given only in wholly exceptional circumstances).
The board of Ramsdens is pleased to announce that the Court Meeting and General Meeting were held earlier today in connection with the Acquisition and that all of the resolutions posed at the Court Meeting and the General Meeting in connection with the Acquisition were approved by the requisite majorities. In particular:
- the requisite majorities of Scheme Shareholders voted in favour of the resolution to approve the Scheme at the Court Meeting; and
- the requisite majority of Ramsdens Shareholders voted to pass the Resolution at the General Meeting to approve the implementation of the Scheme, the re-registration of Ramsdens as a private limited company and certain associated amendments to Ramsdens' articles of association,
and accordingly, the Scheme was approved.
Details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting at Parts IX and X (respectively) of the Scheme Document, which is available on FirstCash's website at www.investors.firstcash.com and on Ramsdens' website at www.ramsdensplc.com.
The total number of Ramsdens Shares in issue at the Voting Record Time was 32,664,782. No Ramsdens Shares were held in treasury. Consequently, the total voting rights in Ramsdens at the Voting Record Time were 32,664,782. Scheme Shareholders were entitled to one vote per Scheme Share held at the Voting Record Time at the Court Meeting and eligible Ramsdens Shareholders were entitled to one vote per Ramsdens Share held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below and this announcement will be posted on Ramsdens' website at www.ramsdensplc.com.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of those Scheme Shareholders, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was passed on a poll vote. Details of the votes cast are as follows:
| Number of Scheme Shares voted | % of Scheme Shares voted (1) | Number of Scheme Shareholders who voted (2) | % of Scheme Shareholders who voted (1) | Number of Scheme Shares voted as a % of the issued share capital entitled to vote on the Scheme (1) | |
|---|---|---|---|---|---|
| For | 12,930,883 | 95.62 | 31 | 77.50 | 39.59 |
| Against | 592,760 | 4.38 | 9 | 22.50 | 1.81 |
| Total | 13,523,643 | 100.00 | 34 | 100.00 | 41.40 |
- All percentages rounded to two decimal places.
- Where a Scheme Shareholder has cast some of their votes "For" and some of their votes "Against" the resolution, such Scheme Shareholder has been counted as having voted both "For" and "Against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column. The total of Scheme Shareholders voting "For" and "Against" the resolution therefore exceeds the total number of Scheme Shareholders who voted.
Voting results of the General Meeting
At the General Meeting, the Resolution to approve the implementation of the Scheme, the re-registration of Ramsdens as a private limited company and certain associated amendments to Ramsdens' articles of association was passed by the requisite majority of Ramsdens Shareholders. The Resolution proposed at the General Meeting was passed on a poll vote. Details of the votes cast are as follows:
| Resolution | For (1) | Against | Total ISC Voted | Votes Withheld (3) | |||
|---|---|---|---|---|---|---|---|
| Number | % (2) | Number | % (2) | Number | % (2) | ||
| To give effect to the Scheme and to re-register Ramsdens as a private limited company, including the amendment of the articles of association of Ramsdens | 13,083,760 | 95.55 | 609,048 | 4.45 | 13,692,808 | 41.92 | 8,013 |
- Includes discretionary votes.
- All percentages rounded to two decimal places.
Satisfaction of FCA Change in Control Condition
Ramsdens is further pleased to announce that it has received notice from Bidco that on 31 July 2026 the FCA gave the requisite approval to the proposed change in control of the Ramsdens entity that is a 'UK authorised person' pursuant to the Acquisition and, as such, the FCA Change in Control Condition has been satisfied.
Next Steps
The outcome of today's Court Meeting and General Meeting and the FCA's approval of the change in control means that Conditions 2.1, 2.2 and 3 set out in Part A of Part III of the Scheme Document have been satisfied.
The Acquisition also remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part A of Part III of the Scheme Document, including the CMA Condition and the Court sanctioning the Scheme at the Court Sanction Hearing.
The parties are aiming to complete the Acquisition by the end of H2 2026, subject to the satisfaction (or, where applicable, waiver) of the Conditions.
The expected timetable for implementation of the principal events relating to the Scheme is:
| Event | Time and/or date (1) |
The following dates are indicative only and are subject to change :
| Court Sanction Hearing | A date, expected to be in the second half of 2026, subject to the satisfaction (or, if applicable, waiver) of the relevant Conditions, to be notified to Ramsdens Shareholders by announcement through a Regulatory Information Service in due course (date " D ") |
| Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ramsdens Shares | At close of business on D+1 Business Day |
| Scheme Record Time and Date | 6.00 p.m. on D+1 Business Day |
| Dealings in Ramsdens Shares suspended | 7.30 a.m. on D+2 Business Days |
| Effective Date of the Scheme | D+2 Business Days |
| Cancellation of admission of Ramsdens Shares to trading on AIM | 7.00 a.m. on D+3 Business Days |
| Long Stop Date | 31 December 2026 (2) |
- These dates and times are indicative only and will depend, among 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.
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.
This announcement has been prepared for the purpose 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 England and Wales.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.