Ramsdens Holdings Shareholder Backing for FirstCash Acquisition Rises to 17.25% Following Updated Letters of Intent

Ramsdens Holdings’ Business Model and Market Position in Retail Financial Services

Ramsdens Holdings PLC is a UK-listed retail and financial services firm trading on the Alternative Investment Market (AIM) under ticker RFX. Operating within the UK retail financial services sector, Ramsdens serves UK consumers and complies with AIM Rules and the Takeover Code throughout the acquisition process. The company’s board has endorsed the acquisition, indicating that it considers the revised offer fair and in the best interests of shareholders and the company overall.

The acquisition process began with an initial agreement announced on 23 June 2026 under Rule 2.7 of the Takeover Code. This was followed by a revised offer on 16 July 2026, increasing the value to Ramsdens shareholders. Bidco has declared this revised offer its final bid, with possible revisions only in exceptional circumstances such as a competing third-party offer or with Takeover Panel consent, reflecting the competitive discipline inherent in public takeover processes under the Takeover Code.

Shareholder Support: Irrevocable Undertakings and Letters of Intent

The update discloses two categories of shareholder commitments. Irrevocable undertakings from Ramsdens directors account for 1,335,860 shares, approximately 4.09% of issued share capital as of 21 July 2026. These binding commitments from board members demonstrate management’s alignment with the acquisition strategy and are standard in UK takeover procedures, signaling strong internal support.

Additionally, non-binding letters of intent have been received from major shareholders TrinityBridge Limited (via Lion Nominees Limited) and Downing LLP. These letters commit holders to vote in favor of the scheme at the Court Meeting and General Meeting or to accept the offer if implemented by takeover offer. However, as non-binding, these letters carry less certainty than irrevocable undertakings. TrinityBridge’s shareholding commitment was reduced from approximately 6.99% following the sale of 1,356 shares, as disclosed in a Form 8.3 filing on 21 July 2026, demonstrating regulatory transparency.

Impact of TrinityBridge’s Share Sale on Committed Support

Originally, TrinityBridge’s letter of intent covered 4,298,782 shares (around 13.16% of issued ordinary share capital as of 15 July 2026), but after selling 1,356 shares, the commitment decreased to 2,283,243 shares, representing approximately 6.99% as of 21 July 2026.

This disclosure highlights the practical application of takeover regulations, requiring substantial shareholders to report holdings and transactions via Form 8.3. Though the share reduction is modest, the detailed update ensures market transparency and allows stakeholders to accurately assess shareholder support levels.

Total Committed Shareholder Support Reaches 17.25%

After adjusting for TrinityBridge’s sale, total shareholder support committed to approving the scheme or accepting the offer stands at 5,633,286 shares, or about 17.25% of Ramsdens’ issued share capital as of 21 July 2026. This includes 4,297,426 shares under letters of intent from TrinityBridge and Downing LLP (reflecting the slight reduction from TrinityBridge’s sale) plus 1,335,860 shares covered by director irrevocable undertakings.

While 17.25% is a significant portion, it does not guarantee scheme approval. The scheme requires a majority in number of shareholders voting at the Court Meeting representing 75% in value of shares present and voting, plus approval at a separate General Meeting. The remaining approximately 82.75% of shares not yet committed will be crucial in determining the acquisition’s outcome.

Scheme of Arrangement and Scheme Document Publication

The acquisition will be carried out through a Court-sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006, a common UK takeover mechanism requiring court and shareholder approval. The Scheme Document, detailing full acquisition terms and voting instructions, was published on 17 July 2026 and serves as the primary information source for shareholders.

Shareholders are advised to base their decisions solely on the Scheme Document (or the Offer Document if the acquisition proceeds via takeover offer). The Court Meeting and General Meeting dates will be specified in the Scheme Document and subsequent shareholder notices. Once approved, the scheme binds all shareholders, including dissenters, subject to court sanction.

Revised Offer and Bidco’s Final Position as of 16 July 2026

On 16 July 2026, Bidco and Ramsdens boards announced the Revised Offer, enhancing value to Ramsdens shareholders compared to the initial 23 June 2026 terms. Bidco confirmed this as its final offer, with potential revisions only if a third-party offer emerges or with Takeover Panel consent granted under exceptional circumstances.

This final offer declaration signals Bidco’s valuation ceiling, providing market certainty absent competitive bids or extraordinary approvals. Specific revised pricing details remain within the Scheme Document published on 17 July 2026, which investors should consult for comprehensive consideration information.

FirstCash Holdings’ Ownership and Strategic Intent

Chess Bidco Limited, the offeror, is an indirect wholly owned subsidiary of FirstCash Holdings, Inc., a structure typical in acquisitions where the parent company holds the target via a special-purpose vehicle. Although the announcement does not specify FirstCash’s strategic rationale, this setup indicates intent to integrate Ramsdens into its corporate portfolio post-acquisition.

Key contacts for FirstCash and Bidco include Rick L. Wessel (CEO & Vice-Chairman), T. Brent Stuart (President & COO), R. Douglas Orr (EVP & CFO), and Gar Jackson of Global IR Group. The engagement of Jefferies as sole financial adviser and legal counsel from Alston & Bird LLP and Gowling WLG (UK) LLP reflects a professionally managed, cross-border transaction.

Regulatory Compliance with AIM Rules and Takeover Code

The acquisition complies with the Takeover Code, Takeover Panel, London Stock Exchange, Financial Conduct Authority (FCA), and AIM Rules. As an AIM-listed company, Ramsdens must adhere to both AIM Rules and the City Code on Takeovers and Mergers, ensuring fair, transparent shareholder treatment and market integrity during corporate control transactions.

The announcement details disclosure obligations under Rule 8.3 of the Code, requiring persons holding 1% or more of relevant securities to submit Opening Position and Dealing Disclosures, ensuring transparency of shareholdings and transactions during the offer period. Purchases of Ramsdens shares by Bidco or its agents will be disclosed via Regulatory Information Services and the London Stock Exchange website.

Considerations for Overseas Shareholders and Cross-Border Issues

The announcement addresses overseas shareholders, noting that distribution of this information may be legally restricted in certain jurisdictions. Non-UK residents should observe local laws affecting voting rights and proxy appointments, as non-compliance may breach securities regulations.

For US investors, the acquisition via a UK scheme of arrangement is not subject to US tender offer or proxy solicitation rules but follows UK disclosure standards. Receipt of cash consideration may have US federal, state, local, and foreign tax implications, and shareholders are encouraged to seek independent tax advice.

Shareholder Communication and Document Access

Shareholders and stakeholders are directed to the Scheme Document published on 17 July 2026 for full acquisition details, including explanatory statements and voting instructions. A copy of this announcement and related documents will be available on FirstCash’s website at www.investors.firstcash.com no later than 12 noon (London time) on the business day after this announcement.

Under Rule 30.3 of the Takeover Code, Ramsdens shareholders and participants in share schemes may request hard copies of the announcement and associated documents by contacting Equiniti, the company’s registrar, via phone at +44 (0) 371 384 2050 or by mail at Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, during business hours Monday to Friday (excluding public holidays in England and Wales). Shareholder contact details may be shared with Bidco as required under Rule 2.11(c) of the Code during the offer period.