REG - FirstCash Holdings FirstCash Holdings H&T Group PLC - Update on Conditions

H & TAnnouncement

28/05/2025 17:00

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RNS Number : 4812K  FirstCash Holdings, Inc.  28 May 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

28 May 2025

RECOMMENDED FINAL* CASH ACQUISITION

of

H&T GROUP 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 Conditions

On 14 May 2025, the boards of directors of Chess Bidco Limited ("Bidco") and
H&T Group plc ("H&T") announced that they had reached agreement on the
terms of a recommended final* cash acquisition, pursuant to which Bidco, a
newly-formed indirect wholly-owned subsidiary of FirstCash Holdings, Inc.
("FirstCash"), will acquire the entire issued and to be issued share capital
of H&T (the "Rule 2.7 Announcement").

It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). Capitalised terms used but not defined in this announcement have
the meaning given to them in the Rule 2.7 Announcement.

CMA Condition

H&T and Bidco are now pleased to announce that on 28 May 2025 the CMA
confirmed, in response to a briefing paper submitted by Bidco, that it
required no further information in relation to the Acquisition at that
stage.  As such, the CMA Condition has been satisfied.

Scheme Document

Full details of the Acquisition and the Scheme will be set out in the scheme
document to be sent to H&T Shareholders (the "Scheme Document"). The
Scheme Document will contain the expected timetable of principal events in
accordance with which the Acquisition is intended to be implemented.  It is
currently anticipated that the Scheme Document will be published and posted to
H&T Shareholders on or around 4 June 2025.

Completion of the Acquisition remains subject to the waiver or satisfaction of
the remaining Conditions to be set out in the Scheme Document, including the
FCA Change in Control Condition, obtaining the approval of the requisite
majorities of Scheme Shareholders at the Court Meeting and of the requisite
majority of H&T Shareholders at the General Meeting, the sanction of the
Court at the Court Sanction Hearing and the delivery of a copy of the Scheme
Court Order to the Registrar of Companies.

* The financial terms of the Acquisition are final* and will not be increased
or improved, except that Bidco reserves the right to increase the amount of
the Cash Consideration (i) if there is an announcement on or after the date of
this announcement of a possible offer or a firm intention to make an offer for
H&T by a third party or (ii) with the consent of the Panel (which will be
granted only in wholly exceptional circumstances).

 

Enquiries:

 FirstCash and Bidco                                                           +1 (0)817 886 6998
 Rick L. Wessel (CEO & Vice-Chairman of the Board) / T. Brent Stuart
investorrelations@firstcash.com
 (President & COO) / R. Douglas Orr (Executive Vice President & CFO)
 Jefferies (Sole Financial Adviser to FirstCash and Bidco)                     +44 (0)20 7029 8000

Andrea Lee / Paul Bundred / Carolyn Connor / James Umbers
 H&T                                                                           +44 (0)20 8225 2700

Chris Gillespie (CEO) / Diane Giddy (CFO)
 Canaccord Genuity (Lead Financial Adviser, Joint Corporate Broker and Joint   +44 (0)20 7523 8000
 Rule 3 Adviser to H&T)
 Stuart Andrews / George Grainger (Corporate Broking)

Sunil Duggal / Bill Gardiner (Investment Banking)
 Shore Capital (Joint Financial Adviser, Nominated Adviser, Joint Corporate    +44 (0)20 7408 4090
 Broker and Joint Rule 3 Adviser to H&T)
 Guy Wiehahn (Corporate Broking)

Stephane Auton / Sophie Collins (Corporate Advisory)
 Alma Strategic Communications (PR Adviser to H&T)                             +44 (0)20 3405 0205

Sam Modlin / Andy Bryant / Rebecca Sanders-Hewett / Will Merison
handt@almastrategic.com

 

Alston & Bird LLP and Macfarlanes LLP are, respectively, acting as US and
English law legal advisers to FirstCash and Bidco in connection with the
Acquisition.  Gowling WLG (UK) LLP is acting as legal adviser to H&T in
connection with the Acquisition.

 

Further information

This announcement is for information purposes and is not intended to and does
not constitute, or form part of, an offer, invitation or the solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of H&T in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely by means
of the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the Scheme. Any vote in respect of the Scheme or other response in relation to
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document). H&T and Bidco urge H&T
Shareholders to read the Scheme Document when it becomes available, because it
will contain important information relating to the Acquisition.

This announcement is an advertisement and does not constitute a prospectus or
prospectus equivalent document.

Please be aware that addresses, electronic addresses and certain other
information provided by H&T Shareholders, persons with information rights
and other relevant persons for the receipt of communications from H&T may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for FirstCash and Bidco and no one else in connection
with the Acquisition and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than FirstCash and Bidco for providing the protections afforded
to clients of Jefferies, nor for providing advice in relation to any matter
referred to in this announcement. Neither Jefferies nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this announcement,
any statement contained herein or otherwise.

Canaccord Genuity, which is authorised and regulated by the FCA in the United
Kingdom, is acting as lead financial adviser, joint corporate broker and joint
Rule 3 adviser to H&T and no one else in connection with the Acquisition
and will not be responsible to anyone other than H&T for providing the
protections afforded to clients of Canaccord Genuity, nor for providing advice
in connection with the matters referred to in this announcement. Neither
Canaccord Genuity nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity in connection with this
announcement, any statement contained herein, any offer or otherwise.

Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited
(either individually or collectively, "Shore Capital"), which are authorised
and regulated by the FCA in the United Kingdom, are acting as acting as joint
financial adviser, Nominated Adviser, joint corporate broker and joint Rule 3
adviser to H&T and no one else in connection with the Acquisition and will
not regard any other person as its client in relation to the Acquisition and
will not be responsible to anyone other than H&T for providing the
protections afforded to clients of Shore Capital, nor for providing advice in
relation to any matter referred to in this announcement. Neither Shore Capital
nor any of their affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Shore
Capital in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement in or into
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the law of any jurisdiction other
than the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their H&T
Shares with respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the
purposes 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 of England.

Copies of this announcement and formal documentation relating to the
Acquisition will not be, and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any
jurisdiction where to do so would violate the laws of that jurisdiction and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in, into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law or
regulation), the Takeover Offer may not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality (including,
without limitation, facsimile, email or other electronic transmission, telex
or telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of any Restricted Jurisdiction
and the Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.

The availability of the Acquisition to H&T Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any applicable
requirements.

Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.

The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange, the FCA and the AIM Rules.

Additional information for US investors

The Acquisition is being made to acquire the shares of an English company by
means of a scheme of arrangement provided for under English law. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements and
practices applicable in the United Kingdom to schemes of arrangement, which
are different from the disclosure requirements of the US tender offer and
proxy solicitation rules. The financial information included in this
announcement and the Scheme documentation has been or will have been prepared
in accordance with accounting standards applicable in the United Kingdom and
thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. If Bidco exercises its right to
implement the Acquisition by way of a Takeover Offer, such offer will be made
in compliance with applicable US laws and regulations.

The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its H&T Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each H&T Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act (to the extent applicable), Bidco, its
nominees or its brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, H&T Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made, they would be made
outside of the US and would be in accordance with applicable law, including
the US Exchange Act and the Code. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required in the
United Kingdom, will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by FirstCash, Bidco and H&T contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of
FirstCash, Bidco and H&T about future events, and are, therefore, subject
to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Acquisition on
FirstCash, Bidco and H&T, the expected timing and scope of the
Acquisition, the expected benefits of the Acquisition to FirstCash, Bidco and
H&T and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "goal", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although FirstCash, Bidco and H&T believe
that the expectations reflected in such forward-looking statements are
reasonable, FirstCash, Bidco and H&T can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements. Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are the ability to satisfy the
Conditions, including approval of the Acquisition by H&T Shareholders and
receipt of required regulatory approvals, the ability to realise the
anticipated benefits from the Acquisition, changes in the global, political,
economic, business, competitive, market and regulatory forces, future exchange
and interest rates, changes in tax rates and future business combinations or
dispositions, and any epidemic, pandemic or disease outbreak. Other unknown or
unpredictable factors could cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should, therefore, be construed in the light of such factors. Neither
FirstCash, Bidco nor H&T, nor any of their respective associates or
directors, members, managers, partners, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on these
forward-looking statements. The forward-looking statements speak only at the
date of this announcement. All subsequent oral or written forward-looking
statements attributable to FirstCash, Bidco or any member of the Wider Bidco
Group or the H&T Group, or any of their respective associates, directors,
officers, employees or advisers, are expressly qualified in their entirety by
the cautionary statement above. Other than in accordance with their legal or
regulatory obligations, neither FirstCash, Bidco nor H&T is under any
obligation, and FirstCash, Bidco and H&T expressly disclaim any intention
or obligation, to update or revise any forward-looking statements, whether as
a result of new information, future events or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of: (i) the offeree company;
and (ii) any securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement and the documents required to be published by Rule
26 of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on FirstCash's
website at https://investors.firstcash.com (https://investors.firstcash.com)
and on H&T's website at https://handt.co.uk/pages/investor-relations
(https://handt.co.uk/pages/investor-relations) by no later than 12 noon
(London time) on the Business Day following publication of this announcement.
For the avoidance of doubt, the contents of any websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.

H&T Shareholders, persons with information rights and participants in the
H&T Share Scheme

In accordance with Rule 30.3 of the Code, H&T Shareholders, persons with
information rights and participants in the H&T Share Scheme may request a
hard copy of this announcement (and any document or information incorporated
into it by reference to another source) by contacting H&T's registrars,
Equiniti, by writing to Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex, BN99 6DA, United Kingdom or by calling them during business hours on
+44 (0)371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls are charged
at the standard geographical rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable international
rate. For persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement (and any
document or information incorporated by reference into this announcement) will
not be sent unless so requested. In accordance with Rule 30.3 of the Code,
such persons may also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition should be sent
in hard copy form.

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