Update on Letters of Intent
FirstCash Holdings, Inc., through its subsidiary Chess Bidco Limited, has provided an update on the recommended cash offer for Ramsdens Holdings PLC. Following shareholder approval at court and general meetings, the acquisition is progressing. Letters of intent from TrinityBridge and Downing to vote in favour of the scheme have been updated to reflect recent share disposals, now representing approximately 6.91% and 6.00% of Ramsdens' issued share capital respectively. Combined with irrevocable undertakings from Ramsdens directors, the total support for the acquisition now stands at approximately 17.01% of the issued share capital.
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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
On 10 August 2026, the Ramsdens Board announced that, at the Court Meeting and General Meeting held that day, all of the resolutions posed in connection with the Acquisition had been approved by the requisite majorities.
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 12 August 2026, pursuant to a Form 8.3 released by Downing on 12 August 2026, Bidco became aware that 3,760 Ramsdens Shares that were subject to the Downing letter of intent had been sold. These were in addition to the prior and announced disposals of 51,168 Ramsdens Shares that were also subject to the Downing letter of intent. Accordingly, Downing has now disposed of, in aggregate, 54,928 Ramsdens Shares that were subject to the Downing letter of intent so therefore the total number of Ramsdens Shares which are subject to the Downing letter of intent is now 1,960,499 Ramsdens Shares, representing approximately 6.00 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 11 August 2026, being the last Business Day prior to the date of this announcement.
In addition to the above, on 12 August 2026, pursuant to a Form 8.3 released by TrinityBridge on 12 August 2026, Bidco became aware that 1,814 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 24,102 Ramsdens Shares that were also subject to the TrinityBridge letter of intent. Accordingly, TrinityBridge has now disposed of, in aggregate, 25,916 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 2,258,683 Ramsdens Shares, representing approximately 6.91 per cent. of the existing issued ordinary share capital of Ramsdens as at the close of business on 11 August 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, in the event that the Revised Offer is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer (noting that the Court Meeting and General Meeting have now taken place) is 4,219,182 Ramsdens Shares representing approximately 12.92 per cent. of the total issued share capital of Ramsdens as at 11 August 2026, being the last Business Day prior to the date of this announcement.
In addition to the letters of intent, as described in the Scheme Document, Bidco received irrevocable undertakings from those Ramsdens Directors who are interested in Ramsdens Shares 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 1,335,860 Ramsdens Shares representing approximately 4.09 per cent. of the total issued share capital of Ramsdens as at 11 August 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 letters of intent to, in the event that the Revised Offer is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer, (noting that the Court Meeting and General Meeting have now taken place) is 5,555,042 Ramsdens Shares representing approximately 17.01 per cent. of the total issued share capital of Ramsdens as at 11 August 2026, being the last Business Day prior to the date of this announcement.
Overseas jurisdictions
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.