REG - H&T Group PLC - Publication of Scheme Document

H & TAnnouncement

04/06/2025 07:00

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RNS Number : 2993L  H&T Group PLC  04 June 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

4 June 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

 

Publication of Scheme Document

On 14 May 2024, 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.

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 2006
(the "Scheme"). Capitalised terms defined in the Scheme Document (as defined
below) have the same meanings in this announcement.

* 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).

Publication of the Scheme Document

H&T and Bidco are pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), containing, among other things, a letter from
the Chairman of H&T, an explanatory statement pursuant to section 897 of
the Companies Act 2006, the full terms and Conditions of the Scheme, an
expected timetable of principal events, notices of the Court Meeting and
General Meeting  and details of the action to be taken by H&T
Shareholders, is being published today on H&T's website at
https://handt.co.uk/pages/investor-relations
(https://handt.co.uk/pages/investor-relations) and on FirstCash's website at
https://investors.firstcash.com/ (https://investors.firstcash.com/) . The
contents of these websites are not incorporated into, and do not form part of,
this announcement.

Hard copies of the Scheme Document (or, depending on H&T Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting will be sent to H&T Shareholders, other
than to H&T Shareholders in Restricted Jurisdictions, and, for information
only, to participants in the H&T Share Scheme.

H&T Share Scheme

In accordance with Rule 15 of the Code, H&T and Bidco have today
despatched a joint letter to participants in the H&T Share Scheme (the
"Rule 15 Letters"). The Rule 15 Letters contain details regarding the effect
of the Scheme on the participants' rights under the H&T Share Scheme and
the arrangements applicable to those participants, including details of
appropriate proposals being made in relation to such rights and relevant dates
and times.

The Rule 15 Letters will be available on H&T's website at
https://handt.co.uk/pages/investor-relations
(https://handt.co.uk/pages/investor-relations) and on FirstCash's website at
https://investors.firstcash.com/ (https://investors.firstcash.com/) up to and
including the Effective Date. As noted above, the contents of these websites
are not incorporated into, and do not form part of, this announcement.

Notices of the Court Meeting and the General Meeting and actions required

As detailed further in the Scheme Document, in order to become Effective, the
Scheme requires, among other things, the approval of a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), whether in
person or by proxy, at the Court Meeting, representing not less than 75% in
value of the Scheme Shares held by those Scheme Shareholders who have voted at
the Court Meeting. In addition, the Resolution must be passed at the General
Meeting by H&T Shareholders representing not less than 75% of the votes
validly cast on such Resolution, whether in person or by proxy, at the General
Meeting. Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions (which
includes the FCA Change in Control Condition), the Scheme must also be
sanctioned by the Court.

As announced by H&T and Bidco on 28 May 2025, the CMA Condition has
already been satisfied and all references to the CMA Condition in the Scheme
Document should be read as such.

Notices of the Court Meeting and the General Meeting, each of which will be
held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London
SE1 2AU, on 2 July 2025 (unless postponed or adjourned) at 10.00 a.m. and
10.15 a.m., respectively (or, in the case of the General Meeting, as soon
thereafter as the Court Meeting has been concluded or adjourned) are set out
in the Scheme Document.

It is important that, for the Court Meeting, as many votes as possible are
cast so that the Court may be satisfied that there is a fair representation of
the opinion of Scheme Shareholders. Whether or not Scheme Shareholders intend
to attend and/or vote at the Court Meeting and the General Meeting, they are
strongly advised to sign and return their Forms of Proxy as soon as possible.
Scheme Shareholders are also strongly encouraged, in respect of the Court
Meeting and the General Meeting, to appoint "the Chair of the meeting" as
their proxy.

Recommendation

The H&T Directors, who have been so advised by each of Canaccord Genuity
and Shore Capital as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing advice to the
H&T Directors, Canaccord Genuity and Shore Capital have taken into account
the commercial assessments of the H&T Directors. Canaccord Genuity and
Shore Capital are providing independent financial advice to the H&T
Directors for the purpose of Rule 3 of the Code.

Accordingly, the H&T Directors unanimously recommend that the H&T
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting (or, in the event that the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer), as all the H&T Directors holding
H&T Shares have irrevocably undertaken to do in respect of their own
beneficial holdings of 314,759 H&T Shares (representing, in aggregate,
approximately 0.72% of the Scheme Shares in issue on the Latest Practicable
Date).

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of the requisite majorities of
Scheme Shareholders at the Court Meeting, the requisite majority of H&T
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, waiver of the Conditions (as set out in the
Scheme Document), the Scheme is expected to become Effective during the second
half of 2025. If any of the key dates set out in the timetable change, notice
of this change will be made by the issuance of an announcement through a
Regulatory Information Service.

Additional information

If you have not received all the relevant documents or have any questions
relating to this announcement, the Scheme Document, the Court Meeting and/or
the General Meeting, the completion and return of the Forms of Proxy, please
contact the Shareholder Helpline, on +44 (0)371 384 2050. The helpline is open
between 8.30 a.m. and 5.30 p.m. Monday to Friday (except English and Welsh
public holidays). Calls are charged at the standard geographical rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please ensure the country code is used if
calling from outside the United Kingdom. Please note that calls are recorded
for security and training purposes and the Shareholder Helpline operators
cannot provide advice on the merits of the Scheme or the Acquisition, nor give
financial, tax, investment or legal advice.

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, because it contains 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.

 

Appendix

Expected timetable of principal events

The following indicative timetable sets out expected times and dates for the
implementation of the Scheme.

 

 Latest time for lodging BLUE Forms of Proxy for the Court Meeting or for       10.00 a.m. on 30 June 2025((1))
 submitting proxy instructions in respect of the Court Meeting via the CREST
 Proxy Voting Service
 Latest time for lodging WHITE Forms of Proxy for the General Meeting or for    10.15 a.m. on 30 June 2025((2))
 submitting proxy instructions in respect of the Court Meeting via the CREST
 Proxy Voting Service
 Voting record time for the Court Meeting and the General Meeting               6.30pm on 30 June 2025((3))
 Court Meeting                                                                  10.00 a.m. on 2 July 2025
 General Meeting                                                                10.15 a.m. on 2 July 2025((4))
 Court Sanction Hearing                                                         A date (D), expected to be in the second half of 2025, to be determined
                                                                                following the satisfaction or waiver of the FCA Change in Control Condition
                                                                                ((5))
 Last day of dealings in, and for registration of transfers of, H&T Shares      D+1 Business Day((5))
 Scheme Record Time                                                             6.00pm on D+1 Business Day((5))
 Disablement in CREST of H&T Shares                                             6.00pm on D+1 Business Day((5))
 Dealings in H&T Shares suspended                                               7.30am on D+2 Business Days((5))
 Effective Date of Scheme                                                       D+2 Business Days((5))
 Cancellation of admission of H&T Shares to trading on AIM                      7.00am on Effective Date +1 Business Day((5))
 Latest date for dispatch of cheques in respect of the Cash Consideration and   within 14 days of the Effective Date((5))
 settlement through CREST
 Long-Stop Date                                                                 11.59pm on 31 December 2025((6))

 

Notes:

(1)   It is requested that BLUE Forms of Proxy for the Court Meeting be
lodged by 10.00 a.m. on 30 June 2025 or, if the Court Meeting is adjourned,
not later than 48 hours before the time appointed for the Court Meeting (but
excluding any day which is not a Business Day).  BLUE Forms of Proxy not so
lodged may be handed to the Chair of the Court Meeting or to the Registrars
(on behalf of the Chair of the Court Meeting) or emailed to
ProxyVotes@equiniti.com with the subject line "H&T Court Proxy" before the
start of the meeting and will still be valid.

(2)   WHITE Forms of Proxy for the General Meeting must be lodged by 10.15
a.m. on 30 June 2025 or, if the General Meeting is adjourned, not later than
48 hours before the time appointed for the General Meeting (but excluding any
day which is not a Business Day).  WHITE Forms of Proxy not returned by this
time will be invalid.

(3)   If either the Court Meeting or the General Meeting is adjourned, the
Scheme Voting Record Time for the relevant adjourned Meeting will be 6.30pm on
the day falling two days (excluding non-Business Days) before the date of the
adjourned meeting.

(4)   The General Meeting will commence at 10.15 a.m. on 2 July 2025 or as
soon thereafter as the Court Meeting shall have concluded or been adjourned.

(5)   These dates and times are indicative only and will depend, among other
things, on the date upon which (i) the FCA Change in Control Condition is
satisfied or (if capable of waiver) waived, (ii) the Court sanctions the
Scheme and (iii) the Scheme Court Order sanctioning the Scheme is delivered to
the Registrar of Companies.  H&T and Bidco will give notice of the date
and time of the Court Sanction Hearing, once known, by issuing an announcement
through an RIS.  If any of the expected times and/or dates above change (a)
the revised times and/or dates will be notified to H&T Shareholders by
announcement through an RIS, with such announcement being made available on
H&T's website at https://handt.co.uk/pages/investor-relations and (b) if
required by the Panel, H&T will send notice of the change(s) to H&T
Shareholders and, for information only, to holders of awards under the H&T
Share Scheme.

(6)   This is the latest date by which the Scheme may become Effective
unless Bidco and H&T agree (with the Panel's consent, if required) a later
date or (in a competitive situation) as may be specified by Bidco with the
consent of the Panel, and, in each case, that (if so required) the Court may
allow.

 

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